VEON Moves Forward with Kyivstar’s Landmark Nasdaq Listing; Signs Definitive Business Combination Agreement with Cohen Circle
VEON (Nasdaq: VEON) has signed a business combination agreement with Cohen Circle Acquisition Corp. I to list Kyivstar, Ukraine's largest digital operator, on the Nasdaq Stock Market. The transaction values Kyivstar at USD 2.21 billion at closing.
Kyivstar serves 24 million customers with fixed and mobile communication services. The company's digital portfolio includes the Helsi healthcare platform with over 28 million registered patients and Kyivstar TV with 2 million monthly active users. Enterprise services include cloud, cybersecurity, AI solutions, and Kyivstar Tech software development.
Following the business combination, expected to close in Q3 2025, Kyivstar Group will trade under the ticker symbol KYIV. VEON will maintain a minimum 80% ownership stake in Kyivstar Group post-closing, subject to Cohen Circle's shareholder approval and customary conditions.
VEON (Nasdaq: VEON) ha firmato un accordo di combinazione aziendale con Cohen Circle Acquisition Corp. I per quotare Kyivstar, il più grande operatore digitale dell'Ucraina, sul mercato azionario Nasdaq. La transazione valuta Kyivstar 2,21 miliardi di USD al momento della chiusura.
Kyivstar serve 24 milioni di clienti con servizi di comunicazione fissa e mobile. Il portafoglio digitale dell'azienda include la piattaforma sanitaria Helsi con oltre 28 milioni di pazienti registrati e Kyivstar TV con 2 milioni di utenti attivi mensili. I servizi per le imprese includono cloud, cybersecurity, soluzioni AI e sviluppo software di Kyivstar Tech.
Dopo la combinazione aziendale, prevista per chiudere nel Q3 2025, Kyivstar Group sarà quotata con il simbolo KYIV. VEON manterrà una partecipazione minima del 80% in Kyivstar Group dopo la chiusura, soggetta all'approvazione degli azionisti di Cohen Circle e alle condizioni consuete.
VEON (Nasdaq: VEON) ha firmado un acuerdo de combinación empresarial con Cohen Circle Acquisition Corp. I para listar a Kyivstar, el mayor operador digital de Ucrania, en el mercado de valores Nasdaq. La transacción valora a Kyivstar en 2.21 mil millones de USD al cierre.
Kyivstar atiende a 24 millones de clientes con servicios de comunicación fija y móvil. El portafolio digital de la empresa incluye la plataforma de salud Helsi con más de 28 millones de pacientes registrados y Kyivstar TV con 2 millones de usuarios activos mensuales. Los servicios empresariales incluyen nube, ciberseguridad, soluciones de IA y desarrollo de software de Kyivstar Tech.
Tras la combinación empresarial, que se espera cierre en Q3 2025, Kyivstar Group cotizará bajo el símbolo KYIV. VEON mantendrá una participación mínima del 80% en Kyivstar Group después del cierre, sujeto a la aprobación de los accionistas de Cohen Circle y a las condiciones habituales.
VEON (Nasdaq: VEON)은 Kyivstar를 나스닥 증권 거래소에 상장하기 위해 Cohen Circle Acquisition Corp. I와 사업 결합 계약을 체결했습니다. 이번 거래는 Kyivstar의 가치를 22억 1천만 달러로 평가합니다.
Kyivstar는 2천4백만 고객에게 고정 및 이동 통신 서비스를 제공합니다. 이 회사의 디지털 포트폴리오에는 2800만 명 이상의 등록 환자를 보유한 Helsi 헬스케어 플랫폼과 200만 명의 월간 활성 사용자가 있는 Kyivstar TV가 포함됩니다. 기업 서비스에는 클라우드, 사이버 보안, AI 솔루션 및 Kyivstar Tech 소프트웨어 개발이 포함됩니다.
사업 결합은 2025년 3분기에 마감될 것으로 예상되며, Kyivstar Group은 KYIV라는 티커 기호로 거래됩니다. VEON은 마감 후 Kyivstar Group의 최소 80% 지분을 유지하며, 이는 Cohen Circle의 주주 승인 및 관례적인 조건에 따라 달라집니다.
VEON (Nasdaq: VEON) a signé un accord de combinaison d'affaires avec Cohen Circle Acquisition Corp. I pour inscrire Kyivstar, le plus grand opérateur numérique d'Ukraine, sur le marché boursier Nasdaq. La transaction valorise Kyivstar à 2,21 milliards de USD lors de la clôture.
Kyivstar sert 24 millions de clients avec des services de communication fixe et mobile. Le portefeuille numérique de l'entreprise comprend la plateforme de santé Helsi avec plus de 28 millions de patients enregistrés et Kyivstar TV avec 2 millions d'utilisateurs actifs mensuels. Les services aux entreprises comprennent le cloud, la cybersécurité, des solutions d'IA et le développement de logiciels de Kyivstar Tech.
Suite à la combinaison d'affaires, qui devrait se clôturer au Q3 2025, le groupe Kyivstar sera négocié sous le symbole KYIV. VEON conservera une participation minimale de 80% dans le groupe Kyivstar après la clôture, sous réserve de l'approbation des actionnaires de Cohen Circle et des conditions habituelles.
VEON (Nasdaq: VEON) hat eine Unternehmenszusammenschlussvereinbarung mit Cohen Circle Acquisition Corp. I unterzeichnet, um Kyivstar, den größten digitalen Betreiber der Ukraine, an der Nasdaq-Börse zu listen. Die Transaktion bewertet Kyivstar mit 2,21 Milliarden USD zum Zeitpunkt des Abschlusses.
Kyivstar bedient 24 Millionen Kunden mit Festnetz- und Mobilkommunikationsdiensten. Das digitale Portfolio des Unternehmens umfasst die Helsi-Gesundheitsplattform mit über 28 Millionen registrierten Patienten und Kyivstar TV mit 2 Millionen aktiven Nutzern pro Monat. Zu den Unternehmensdienstleistungen gehören Cloud, Cybersicherheit, KI-Lösungen und Softwareentwicklung von Kyivstar Tech.
Nach dem Unternehmenszusammenschluss, der voraussichtlich im Q3 2025 abgeschlossen wird, wird die Kyivstar Group unter dem Tickersymbol KYIV gehandelt. VEON wird nach dem Abschluss eine Mindestbeteiligung von 80% an der Kyivstar Group halten, vorbehaltlich der Genehmigung der Aktionäre von Cohen Circle und üblicher Bedingungen.
- Pro-forma valuation of USD 2.21 billion demonstrates significant company value
- Large customer base of 24 million users in telecommunications
- Strong digital services portfolio with 28M+ healthcare platform users and 2M monthly TV streaming users
- Will become the only U.S.-listed pure play Ukrainian investment opportunity
- VEON maintains controlling stake (80%+) ensuring strategic continuity
- Transaction completion subject to shareholder approval and closing conditions
- Operational risks due to ongoing conflict in Ukraine
- Potential market volatility in emerging market listing
Insights
VEON's strategic move to list Kyivstar on Nasdaq through a SPAC merger represents a significant value creation opportunity. The transaction, valuing Kyivstar at
This transaction essentially creates a "pure play" Ukrainian investment vehicle while allowing VEON to maintain operational control and consolidate financial results. The structure provides VEON with enhanced capital raising flexibility – Kyivstar can potentially access capital independently, diversifying funding sources beyond VEON's traditional channels. This becomes particularly relevant for funding Ukraine's post-war infrastructure rebuilding.
Kyivstar's evolution from a traditional telecom to a digital ecosystem operator (healthcare, streaming, cloud, cybersecurity) mirrors successful digital transformation strategies employed by operators in more developed markets. With 24 million customers in a country of roughly 40 million, Kyivstar's market penetration provides a substantial base for digital service monetization beyond connectivity.
The Q3 2025 targeted completion creates a 15-18 month runway to demonstrate performance improvements before the listing finalizes, allowing management to optimize operations to showcase growth metrics to potential investors.
VEON's Kyivstar listing represents a sophisticated capital markets strategy addressing multiple strategic imperatives simultaneously. First, it creates investor optionality – allowing those bullish on Ukraine's reconstruction to invest directly in Kyivstar while enabling VEON investors to maintain exposure to the broader portfolio. The structure follows successful precedents from other telecom groups that have separately listed high-growth or geographically distinct assets.
The 20% public float maintains VEON's operational control while establishing a transparent market valuation mechanism. This partial listing creates a pathway for potential future monetization without forcing an immediate decision on complete divestiture. If successful, this approach could be replicated across other VEON assets in markets where investors might prefer direct exposure.
Strategically, positioning Kyivstar as Ukraine's digital champion enhances its standing with government stakeholders as reconstruction efforts accelerate. The company's expansion beyond connectivity into healthcare platforms, streaming services, and enterprise digital solutions indicates a deliberate strategy to capture higher-value digital service revenue streams.
The Starlink direct-to-cell partnership mentioned signals Kyivstar's infrastructure innovation approach, leveraging satellite connectivity to potentially accelerate rural coverage without traditional capital-intensive tower buildouts. This technology partnership strategy enables service delivery in areas where traditional infrastructure might remain vulnerable, enhancing network resilience and reducing capital expenditure requirements.
- Kyivstar, Ukraine’s largest digital operator, serves 24 million customers with fixed and mobile communication services.
- Expected to be the only U.S.-listed pure play Ukrainian investment opportunity.
- Consumer digital service portfolio includes healthcare platform Helsi with more than 28 million registered patients and streaming platform Kyivstar TV with 2 million monthly active users, while enterprise services include cloud, cybersecurity and AI solutions, and the software development business Kyivstar Tech.
- Strong growth potential, including expansion into digital services and international partnerships such as Starlink direct-to-cell deployment.
- Transaction assigns a pro-forma valuation of USD 2.21 billion to Kyivstar at closing.
Kyiv, New York, Dubai and Philadelphia, 18 March 2025: VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or, together with its subsidiaries, the “VEON Group”), and Cohen Circle Acquisition Corp. I (“Cohen Circle”), a special purpose acquisition company (Nasdaq: CCIRU), today announced the signing of a business combination agreement (the “BCA”) that will result in the listing of JSC Kyivstar (“Kyivstar”), the leading digital operator in Ukraine, on the Nasdaq Stock Market (“Nasdaq”) in the United States.
Following the completion of the business combination (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 a minimum of
Additional information about the Business Combination, including an investor presentation, will be available on a Report of Foreign Issuer on Form 6-K to be furnished by VEON with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov. A copy of the BCA and the investor presentation will be available on a Current Report on Form 8-K to be filed by Cohen Circle with the SEC and available at www.sec.gov.
Management commentary
“Kyivstar’s listing on Nasdaq will be more than a financial milestone—it will mark a defining moment for Ukraine’s economic future. As one of Ukraine’s largest private sector investors, VEON is proud to pioneer this historic step, offering U.S. and global investors a unique opportunity to support and participate in Ukraine’s economic growth and resilience,” said Augie K Fabela II, Chairman and Founder of VEON.
“As part of VEON, Kyivstar has a strong track record of consistent performance, turning challenges into growth opportunities for Ukraine, for its customers, partners and team members. Investing in Kyivstar now becomes more directly accessible to international investors as Kyivstar progresses towards becoming a Nasdaq-listed company. We believe that Kyivstar’s strong financial profile, visionary strategy and robust governance structure, developed over many years as a VEON Group company, will be appealing to international investors,” said Kaan Terzioglu, VEON Group CEO.
“Through the war, the Kyivstar team has succeeded in spearheading the resilience and rebuilding of Ukraine’s infrastructure while building the foundations of its future success as a leading digital services company in Ukraine. The progress towards Kyivstar’s listing will allow us to share this growth story with global investors. With our highly experienced and motivated team, we look forward to completing the Business Combination with Cohen Circle to embark on the next phase of Kyivstar’s growth,” said Oleksandr Komarov, CEO of Kyivstar.
“Kyivstar is an inspiring business and a significant investment opportunity that stands to deliver growth for international investors as Ukraine moves into a rebuilding phase. We look forward to our partnership with Kyivstar’s highly experienced management team to bring this investment opportunity to the U.S. market,” said Betsy Cohen, Chairman and CEO of Cohen Circle Acquisition Corp. I.
Advisors
Rothschild & Co is acting as lead financial advisor and capital markets advisor to VEON. BTIG, LLC is acting as capital markets advisor to VEON. Cantor Fitzgerald & Co. is acting as the capital markets advisor to Cohen Circle. Latham & Watkins LLP and Sayenko Kharenko are serving as counsel to VEON Group and Kyivstar. Morgan, Lewis & Bockius LLP and INTEGRITES are serving as counsel to Cohen Circle.
About Kyivstar
Kyivstar is Ukraine's largest communications operator, serving more than 23.0 million mobile subscribers and over 1.1 million home internet fixed line customers as of December 2024. The company provides services across a wide range of mobile and fixed line technologies, including 4G, Big Data, cloud solutions, cybersecurity, digital TV, and more. VEON, through Kyivstar, plans to invest USD 1 billion into the development of new telecom technologies in Ukraine over 2023-2027. Kyivstar has been operating in Ukraine for 27 years and is recognized as the largest taxpayer in the communications sector, a top-rated employer and a socially responsible company. For more information: www.kyivstar.ua
About VEON
VEON is a Nasdaq-listed digital operator that provides converged connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than
About Cohen Circle
Cohen Circle Acquisition Corp. I is a special purpose acquisition company sponsored by investment firm Cohen Circle, LLC and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more technology and/or financial services businesses. Cohen Circle’s units, Class A ordinary shares and warrants are listed on the Nasdaq under the symbols “CCIRU,” “CCIR” and “CCIRW,” respectively.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LAW.
Additional Information and Where to Find It
In connection with the Business Combination, the combined company will file a registration statement, of which a proxy statement/prospectus will form a part, with the SEC. The definitive proxy statement/prospectus and other relevant documents will be sent or given to Cohen Circle’s shareholders as of a record date to be established for voting at Cohen Circle’s shareholder meeting relating to the Business Combination. Cohen Circle and the combined company may also file other documents regarding the Business Combination with the SEC. This press release does not contain all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Cohen Circle’s shareholders and other interested persons are advised to read, when available, the registration statement of the combined company and the proxy statement/prospectus which will form a part thereof and any amendments thereto and all other relevant documents filed or that will be filed in connection with the Business Combination, as these materials will contain important information about Kyivstar, VEON, Cohen Circle, the combined company and the Business Combination. The registration statement of the combined company and the proxy statement/prospectus which will form a part thereof and other documents that are filed with the SEC, once available, may be obtained without charge at the SEC’s website at www.sec.gov or by directing a written request to: Cohen Circle Acquisition Corp. I, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.
Participants in the Solicitation
Cohen Circle, Kyivstar, certain shareholders of Cohen Circle, VEON and certain of Cohen Circle’s, Kyivstar’s and VEON’s respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the shareholders of Cohen Circle with respect to the Business Combination. A list of the names of such persons and information regarding their interests in the Business Combination will be contained in the registration statement of the combined company and the proxy statement/prospectus which will form a part thereof, when available. Shareholders, potential investors and other interested persons should read the registration statement of the combined company and the proxy statement/prospectus which will form a part thereof carefully when they become available and before making any voting or investment decisions. Free copies of these documents may be obtained from the sources indicated above, when available.
Financial Information Presented
Kyivstar’s results and other financial information presented in this document are, unless otherwise stated, prepared in accordance with International Financial Reporting Standards ("IFRS") and have not been externally reviewed and/or audited. The financial information included in this document is preliminary and is based on a number of assumptions that are subject to inherent uncertainties and subject to change. The financial information presented herein is based on internal management accounts, is the responsibility of management and is subject to financial closing procedures which have not yet been completed and has not been audited, reviewed or verified. Certain amounts and percentages that appear in this document have been subject to rounding adjustments. As a result, certain numerical figures shown as totals, may not be an exact arithmetic aggregation of the figures that precede or follow them. Although we believe the information to be reasonable, actual results may vary from the information contained above and such variations could be material. As such, you should not place undue reliance on this information. This information may not be indicative of the actual results for the current period or any future period.
Forward-Looking Statements
This press release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “project,” “should,” “strategy,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements relating to, among other things, the Business Combination, the expected timing of closing of the Business Combination, the expected impact of the Business Combination, including Kyivstar Group the first U.S.-listed pure play Ukrainian investment opportunity, potential investor interest and the percentage of VEON’s ownership interest in the equity of Kyivstar Group following the closing of the Business Combination. These statements are based on VEON, Cohen Circle and Kyivstar management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Kyivstar’s, Kyivstar Group’s, VEON’s or Cohen Circle’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination (including as a result of a termination of the BCA and/or any related agreements between the relevant parties); the outcome of any legal proceedings that may be instituted against Cohen Circle, Kyivstar or VEON, any of its subsidiaries or others following the announcement of the Business Combination; the inability to complete the Business Combination due to the failure to obtain the necessary shareholder approvals or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination or the Business Combination contemplated thereunder that may be required or appropriate as a result of applicable laws or regulations; the decision by the SEC to deem effective the Registration Statement; the ability to meet the Nasdaq listing standards upon closing of the Business Combination and admission of Kyivstar Group for trading on the Nasdaq; the risk that the Business Combination disrupts current plans and operations of VEON as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Kyivstar Group to grow, retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the escalation or de-escalation of war between Russia and Ukraine and other risks and uncertainties expected to be set forth in the Registration Statement to be filed by Kyivstar Group with the SEC. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON, Kyivstar and Cohen Cirlce cannot predict with accuracy and some of which neither VEON, Kyivstar nor Cohen Cirlce might not even anticipate. The forward-looking statements contained in this press release speak only as of the date of this release. VEON, Kyivstar and Cohen Cirlce do not undertake to publicly updateany forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, except as required by U.S. federal securities laws.
No assurances can be made that the parties will successfully close the Business Combination, or close the Business Combination on the timeframe currently contemplated. The Business Combination is subject to the approval of Cohen Circle’s shareholders, the filing of the Registration Statement with and subsequent approval by the SEC, as well as other regulatory approvals and customary conditions to closing.
Contact Information
VEON
Hande Asik
Group Director of Communication & Strategy
pr@veon.com
Faisal Ghori
Group Director of Investor Relations
ir@veon.com
Kyivstar
Media and Investor Contact:
Kyivstar@icrinc.com
FAQ
What is the valuation of Kyivstar in the VEON-Cohen Circle business combination deal?
When will Kyivstar begin trading on Nasdaq under the KYIV ticker?
What percentage of Kyivstar will VEON retain after the Nasdaq listing?
How many customers does Kyivstar currently serve in Ukraine?
What digital services does Kyivstar offer besides telecommunications?
