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FDI approvals completed for ADTRAN/ADVA business combination

ADTRAN, Inc. announced that it has received foreign direct investment (FDI) approval from the German Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz, BMWK) for the business combination transaction between ADTRAN and ADVA Optical Networking SE. With this approval, all offer conditions of the exchange offer have been met, and the transaction will now move toward closing.

Tom Stanton, Chairman and CEO of ADTRAN, Inc., said, “We are excited to have completed the regulatory approval process and look forward to closing in the coming days. We believe that this business combination will result in a stronger company with a differentiated end-to-end portfolio of fiber networking solutions from the metro edge to aggregation to the in-home network that positions the combined company especially well with the unprecedented level of broadband funding available.”

The proposed ADTRAN/ADVA business combination was announced in August 2021. Regulatory approvals were the final offer conditions to complete before closing and those requirements have now been fully met with all approvals secured. The parties will now proceed to close the transaction in an expeditious manner.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in ADVA. The voluntary public takeover offer (Offer) itself, as well as its terms and conditions and further provisions concerning the Offer, are set forth in the offer document. Shareholders of ADVA are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer.

Furthermore, this communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

In connection with the proposed transaction between ADTRAN and ADVA, Acorn HoldCo, Inc. has filed a Registration Statement on Form S-4 with the SEC, which includes a proxy statement of ADTRAN that also constitutes a preliminary prospectus for Acorn HoldCo and an offering prospectus of Acorn HoldCo to be used in connection with Acorn HoldCo’s offer to acquire ADVA shares held by U.S. holders. The registration statement was declared effective by the SEC on December 2, 2021 and ADTRAN has mailed the definitive proxy statement/prospectus to its stockholders in connection with the vote to approve the merger of ADTRAN and a wholly-owned subsidiary of Acorn HoldCo. Acorn HoldCo has also filed the Offer Document with BaFin, the publication of which has been approved by BaFin and which has been published.

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