VEON's Kyivstar: A New Ukrainian Opportunity on Nasdaq

VEON Ltd. (Nasdaq: VEON), a global digital operator, has taken a significant step towards listing its Ukrainian subsidiary, Kyivstar, on the Nasdaq Stock Market in the United States. The company signed a letter of intent (LOI) with Cohen Circle Acquisition Corp. I (Nasdaq: CCIRU), a special purpose acquisition company, to explore a business combination that would indirectly list Kyivstar on Nasdaq. This move would make Kyivstar the first purely Ukrainian investment opportunity to be publicly listed on a U.S. stock exchange, enabling U.S. and other international investors to participate more directly in Kyivstar’s growth and the broader recovery of the Ukrainian economy.

Kyivstar, Ukraine’s leading digital operator, serves nearly 24 million connectivity customers through its mobile and fixed-line connectivity businesses. Its portfolio of digital services includes the digital healthcare platform Helsi, with a registered user base of 28 million, and the entertainment streaming platform Kyivstar TV. Additionally, Kyivstar offers enterprise services such as cloud, cybersecurity, and AI solutions, and has recently partnered with Starlink to enhance communication resilience in Ukraine.

The business combination with Cohen Circle aims to indirectly list Kyivstar on Nasdaq, with VEON retaining a majority stake. The parties expect to announce additional details regarding the Business Combination upon the execution of a definitive agreement, which is anticipated to take place by the second quarter of 2025. As part of the preparation for the Business Combination, VEON will undertake a pre-transaction reorganization of VEON Holdings, separating Kyivstar and certain assets into a new entity. VEON has commenced the process of this demerger by filing the demerger proposal and accompanying documents with the Dutch Chamber of Commerce.

The listing of Kyivstar on Nasdaq represents a landmark transaction for both the Ukrainian market and VEON's value crystallization strategy. The deal structure, involving a Dutch legal demerger and subsequent business combination, is particularly sophisticated and designed to maximize shareholder value while maintaining VEON's controlling interest. The transaction's significance lies in creating the first pure-play Ukrainian investment vehicle on a major U.S. exchange, potentially commanding a higher valuation multiple than VEON's current consolidated structure. With Kyivstar's 24 million connectivity customers and expanding digital services portfolio, including healthcare platform Helsi and entertainment streaming service Kyivstar TV, this listing could attract significant U.S. institutional investment seeking exposure to Ukraine's digital economy and post-war reconstruction.

The consent solicitation for the 2027 Notes holders is a critical step in facilitating the reorganization, indicating careful consideration of debt obligations in the transaction structure. This deal could serve as a template for future emerging market telecom operators seeking to unlock value through geographical asset separation.

The listing of Kyivstar on Nasdaq aligns with broader Western efforts to support Ukraine's economic resilience and reconstruction, potentially catalyzing increased foreign direct investment into the country. The strategic partnership with Starlink for direct-to-cell satellite connectivity demonstrates Kyivstar's critical role in maintaining Ukraine's communication infrastructure resilience, particularly valuable to investors considering the geopolitical risk profile. The 'Invest in Ukraine NOW!' campaign, coupled with this listing, signals a shift from aid-dependent reconstruction to market-driven investment opportunities in Ukraine's digital infrastructure.

In conclusion, VEON's decision to list Kyivstar on Nasdaq through a SPAC merger with Cohen Circle represents a strategic move that could unlock significant value for investors and highlight the overall investment case for Ukraine. As the first purely Ukrainian investment opportunity to be publicly listed on a U.S. stock exchange, Kyivstar's listing could attract substantial international investment, supporting the company's growth and the broader recovery of the Ukrainian economy.