ADTRAN announces voluntary public takeover offer for ADVA Optical

Acorn HoldCo, Inc. (Acorn HoldCo), a wholly-owned subsidiary of ADTRAN, Inc. (ADTRAN), today published the offer document (Offer Document) for the voluntary public takeover offer (Offer) to all shareholders of ADVA Optical Networking SE (ADVA) for the exchange of all ADVA shares for Acorn HoldCo shares.

ADTRAN and ADVA intend to combine the two companies and create a leading global, scaled provider of end-to-end fiber networking solutions for communications service provider, enterprise, and government customers. Upon completion of the business combination, Acorn HoldCo is expected to become the holding company for both ADTRAN and ADVA.

As of today, ADVA shareholders can accept the Offer by tendering their ADVA shares at the exchange ratio of 0.8244 Acorn HoldCo common shares in exchange for each ADVA share. ADVA shareholders who wish to accept the Offer should contact their respective custodian bank or any other securities services company where their ADVA shares are being held. The acceptance period will end at midnight (CET) on 12 January 2022.

Acorn HoldCo has already secured an irrevocable undertaking from the largest shareholder of ADVA, representing 13.7% of the total share capital of ADVA, to tender its ADVA shares in connection with the Offer. Completion of the Offer will be subject to, inter alia, a minimum acceptance threshold of 70% of the ADVA share capital, ADTRAN shareholders’ approval, antitrust and foreign investment control approvals, and further customary conditions.

ADTRAN Chairman and Chief Executive Officer Tom Stanton stated, “We are excited that we have received approval from BaFin and can now move forward with the launch of our offer. We are hopeful that ADVA shareholders will quickly embrace this offer, not only for the premium it provides but for the long-term potential resulting from this combination of two innovative, industry-leading companies.”
CT Bureau