VEON and Cohen Circle Sign Agreement to List Kyivstar on Nasdaq

VEON, the parent organization of Ukraine's largest mobile operator Kyivstar, announced the signing of a Business Combination Agreement (BCA) with Cohen Circle Acquisition Corp, a special purpose acquisition company (SPAC), to facilitate the indirect listing of Kyivstar on Nasdaq in the United States.

“We are on track at Kyivstar — VEON and Cohen Circle signed the BCA today. This means Kyivstar is one step closer to listing on the U.S. stock market. The merger process will take some time, but once completed, the newly formed Kyivstar Group Ltd. will become Kyivstar’s parent company and will be listed on Nasdaq. It will be exciting to see the KYIV ticker on Nasdaq in New York,” Kyivstar CEO Oleksandr Komarov noted on his Facebook page on Tuesday.

Following the completion of the business combination, Kyivstar Group Ltd. (Kyivstar Group), the parent company of Kyivstar, will be listed on Nasdaq under the ticker symbol KYIV. VEON will own at least 80% of the issued and outstanding shares of Kyivstar Group immediately following the completion of the business combination, which is expected to be completed in the third quarter of 2025 and is subject to approval by Cohen Circle shareholders and other customary closing conditions, VEON announced on its website.

As a result of the deal, the estimated value of Kyivstar will be US$2.21 billion.

In a previous interview with Ekonomichna Pravda, Komarov explained that Kyivstar’s indirect listing on Nasdaq will be carried out in several key stages, including the preparation of a prospectus, a road show, as well as structural, jurisdictional and valuation aspects.

Commenting on the deal, Cohen Circle Chairman and CEO Betsy Cohen noted that Kyivstar represents an inspiring business and a significant investment opportunity that can provide growth for international investors as Ukraine moves into a recovery phase.

Additional details about the business combination, including an investor presentation, will be available in VEON's Foreign Issuer Report on Form 6-K to be filed with the U.S. Securities and Exchange Commission (SEC), which is available at www.sec.gov. A copy of the BCA and investor presentation will be included in Cohen Circle's Current Report on Form 8-K to be filed with the SEC, VEON said.

In January, VEON announced a memorandum of understanding to list a portion of Kyivstar on Nasdaq through a partnership with Cohen Circle Acquisition Corp (CCIRU). The agreement allows VEON and Cohen Circle to explore a business combination between VEON Holdings BV and Cohen Circle that would result in an indirect listing of Kyivstar on Nasdaq. VEON will remain the majority shareholder of VEON Holdings.

Kyivstar is the largest electronic communications operator in Ukraine, serving about 23.3 million mobile subscribers and over 1.1 million home Internet users as of September 2024. The company offers services in various mobile and fixed technologies, including 4G, Big Data, cloud solutions, cybersecurity services and digital television. Kyivstar is owned by VEON, an international group whose shares are listed on the Nasdaq stock exchange.

VEON provides converged communications and digital services to nearly 160 million customers across six countries, covering more than 7% of the world's population.

Cohen Circle Acquisition Corp. I is a SPAC sponsored by investment firm Cohen Circle, LLC. It was formed to facilitate mergers, exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more entities in the technology and/or financial services sectors. Cohen Circle's units, Class A common stock, and notes trade on Nasdaq under the ticker symbols CCIRU, CCIR, and CCIRW, respectively.