Morgan Lewis Advises Cohen Circle on $1.78 Billion Kyivstar Business Combination.

Cohen Circle Acquisition Corp. I, a special-purpose acquisition company (SPAC), has signed a business combination agreement with JSC Kyivstar, Ukraine’s largest telecommunications operator. Upon completion, Kyivstar will be the only U.S.-listed pure-play Ukrainian investment opportunity on Nasdaq.

This move will offer international investors a unique opportunity to tap into Ukraine’s telecom sector, promising growth despite the country’s current challenges.

Sponsored by Cohen Circle LLC, Cohen Circle Acquisition Corp. I was formed to facilitate mergers or business combinations with companies in the technology and financial services sectors. This deal with Kyivstar aligns with Cohen Circle’s goal of unlocking value in emerging markets and providing investors with exposure to Ukraine’s expanding digital and telecom industries.

Kyivstar, with its strong market leadership, is the perfect partner for the SPAC merger, as it boasts more than 23 million mobile subscribers and over 1.1 million home internet customers.

As Ukraine’s largest communications operator, Kyivstar plays a central role in the country’s digital services market. With a robust subscriber base, the company has weathered significant challenges and continued to grow.

The merger will allow Kyivstar to list on Nasdaq, offering international investors access to an emerging market poised for post-war recovery.

The transaction presents Kyivstar as a key player in Ukraine’s future economic growth and digital transformation, making it a unique and attractive investment opportunity.

Key executives have shared their perspectives on the merger and its future potential. Kaan Terzioglu, VEON Group CEO, highlighted Kyivstar’s strong financial position and growth prospects, noting that listing on Nasdaq will make the company more accessible to global investors.

“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.”

Oleksandr Komarov, Kyivstar CEO, expressed excitement about the opportunity to share Kyivstar’s growth story with the international investment community. Betsy Cohen, Chairman and CEO of Cohen Circle, emphasized that Kyivstar presents a significant investment opportunity, particularly as Ukraine moves into a rebuilding phase after the war.

Morgan Lewis & Bockius LLP is advising Cohen Circle Acquisition Corp. I on this strategic business combination. The legal team, led by partners Todd Hentges, Rahul Patel, Kevin Shmelzer, and Crystal Fang, brings significant expertise to the complex transaction.

They are supported by associates Charles Condro, David Bionghi, and others. Morgan Lewis’ deep experience in SPAC mergers and cross-border transactions is essential to ensuring a smooth path to listing Kyivstar on Nasdaq and navigating the complex regulatory requirements.

Kyivstar is Ukraine's largest telecommunications operator, established in 1994. It serves over 23.3 million mobile subscribers and more than 1.1 million home internet customers. Kyivstar offers a wide range of services, including mobile and fixed-line technologies, 4G, Big Data, cloud solutions, cybersecurity services, and digital TV. As part of the VEON Group, its shares are listed on NASDAQ.

The company plays a critical role in Ukraine's digital infrastructure, investing heavily in new technologies and contributing to the country's wartime resilience. With 65.9 thousand base stations across Ukraine, Kyivstar is also recognized for its corporate social responsibility and strong commitment to innovation. The company plans to invest $1 billion in technological advancements between 2023 and 2027.

Morgan, Lewis & Bockius LLP is a global law firm founded in 1873, with offices across the U.S., Europe, Asia, and the Middle East. The firm offers a wide range of legal services, including corporate, litigation, labor and employment, intellectual property, and regulatory law. Known for its strategic counsel and practical solutions, Morgan Lewis serves diverse clients, including multinational corporations, financial institutions, and governments. The firm is committed to innovation, collaboration, and delivering exceptional service to meet clients’ evolving needs.

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