Under the agreement, Millicom and NJJ will jointly purchase 100% of the Chilean business, representing 99.4% of the company, through a jointly controlled entity owned 49% by Millicom and 51% by NJJ, respectively.
As a result, Telefónica will receive an initial payment of $50 million at closing and may earn up to an additional $150 million through performance-based earn-out payments tied to structural value creation.
However, these earn-out obligations, along with the acquired company’s existing debt, will be paid from the business’s own cash flows and will not be guaranteed by Millicom, the company revealed.
In years five and six, Millicom can buy NJJ’s stake at a price based on Millicom’s market valuation, with a 10% discount, paid in Millicom shares. If Millicom chooses not to buy, NJJ can later buy Millicom’s stake under the same terms.
Even though Millicom will start as a minority owner, it will run the business from day one and apply its operating model to improve performance.
Millicom CEO, Marcelo Benitez, said: “This transaction reflects Millicom’s disciplined and pragmatic approach to long-term value creation in Latin America.
“Partnering with NJJ allows us to combine complementary strengths while preserving financial discipline, balance-sheet protection, and strategic flexibility. We are taking an option on a large and important market through a thoughtful structure that limits upfront risk, isolates leverage, and fully protects Millicom from recourse.”
Benitez continued: “It gives NJJ and Millicom operational control from day one and the ability to capture long-term upside at an attractive valuation, without compromising our financial strength.
“Chile is a strategic market with solid fundamentals and strong demand for high-quality connectivity. We are committed to applying our operational playbook, investing with discipline, and supporting Chile’s digital development through better networks, better execution, and sustainable value creation over time.”
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