ADTRAN, Inc., (NASDAQ: ADTN) today announced that its
stockholders have approved the business combination with ADVA
Optical Networking SE by an overwhelming majority. In a Special
Meeting of Stockholders held earlier today, a quorum was achieved
with 85% of ADTRAN’s outstanding shares represented. Of the voted
shares, over 99% were voted in favor of the transaction.
Today’s announcement is the latest milestone towards a
successful closing. The transaction has already been approved
unanimously by the ADTRAN Board of Directors, approved by the ADVA
Management and Supervisory Boards, who also have recommended to
ADVA shareholders to accept the offer. The transaction has also
received the strong support of ADVA’s largest shareholder, Egora,
which entered into an irrevocable commitment to tender into the
offer shares representing 13.7% of ADVA’s outstanding shares, and
received clearance or confirmation that public review was not
needed by all required antitrust organizations.
The next major milestone will be the close of the initial
acceptance period for the tender of ADVA shares at midnight (CET)
on January 12, 2022, and for the combination to be successful, at
least 70% of the ADVA shares must be tendered by this time. The
parties also continue to work with the relevant authorities to
obtain the required foreign direct investment approvals and are
confident that such approvals will be obtained in due course.
About ADTRAN
At ADTRAN, Inc., we believe amazing things happen when people
connect. From the cloud edge to the subscriber edge, we help
communications service providers around the world manage and scale
services that connect people, places and things to advance human
progress. Whether rural or urban, domestic or international, telco
or cable, enterprise or residential—ADTRAN solutions optimize
existing technology infrastructures and create new, multi-gigabit
platforms that leverage cloud economics, data analytics, machine
learning and open ecosystems—the future of global networking. Find
more at ADTRAN.com, LinkedIn and Twitter.
Important Information for Investors and Stockholders
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 published offer document (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 has
filed a Registration Statement on Form S-4 with the SEC
(supplemented by ADTRAN’s Form 8-K filed with the SEC on December
28, 2021), which includes (1) a proxy statement of ADTRAN that also
constitutes a preliminary prospectus for Acorn HoldCo and (2) 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 mailed the definitive proxy
statement/prospectus to its stockholders in connection with the
vote to approve the merger of ADTRAN and an indirect wholly-owned
subsidiary of Acorn HoldCo. Acorn HoldCo has also filed the Offer
Document with the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, or BaFin), which
has been approved by BaFin and has been published. The consummation
of any transaction will be subject to regulatory approvals and
other customary closing conditions.
INVESTORS AND SECURITY HOLDERS
OF ADTRAN AND ADVA ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, THE OFFER DOCUMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION.
The Offer will exclusively be
subject to the laws of the Federal Republic of Germany and certain
applicable provisions of securities laws of the United States of
America. Any agreement that is entered into as a result of
accepting the Offer will be exclusively governed by the laws of the
Federal Republic of Germany and is to be interpreted in accordance
with such laws.
Investors and security holders
may obtain free copies of the definitive proxy statement/prospectus
and other documents filed with the SEC by ADTRAN and Acorn HoldCo
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by ADTRAN will be
available free of charge at https://investors.adtran.com/ and under
the heading “SEC Filings”. Furthermore, the German language version
of the Offer Document has been published by way of announcement on
the internet at https://acorn-offer.com/ and by keeping available
copies free of charge at the settlement agent. You are also able to
obtain a copy of the non-binding English translation of the Offer
Document, which has not been reviewed by BaFin, on the internet
at https://acorn-offer.com/.
Participants in the solicitation
ADTRAN and certain of its
directors and executive officers and employees may be considered
participants in the solicitation of proxies from the shareholders
of ADTRAN in respect of the business combination. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of
ADTRAN in connection with the proposed business combination,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in the proxy
statement/prospectus filed with the SEC. Information regarding the
Company’s directors and executive officers is contained in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 filed with the SEC.
Cautionary Note Regarding Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
United States Securities Exchange Act of 1934, as amended. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "explore," "evaluate,"
"intend," "may," "might," "plan," "potential," "predict,"
"project," "seek," "should," or "will," or the negative thereof or
other variations thereon or comparable terminology. These
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond
ADTRAN and ADVA’s control. These forward-looking statements
include, but are not limited to, statements regarding benefits of
the proposed business combination, integration plans and expected
synergies, and anticipated future growth, financial and operating
performance and results. Forward-looking statements involve risks
and uncertainties that may cause actual results to be materially
different from the results predicted or expected. No assurance can
be given that these forward-looking statements will prove accurate
and correct, or that projected or anticipated future results will
be achieved. Factors that could cause actual results to differ
materially from those indicated in any forward looking statement
include, but are not limited to: the expected timing and likelihood
of the completion of the contemplated business combination,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the contemplated
business combination that could reduce anticipated benefits or
cause the parties to abandon the transaction the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination agreement; the ability to
successfully complete the proposed business combination; regulatory
or other limitations imposed as a result of the proposed business
combination; the success of the business following the proposed
business combination; the ability to successfully integrate the
ADTRAN and ADVA businesses; the possibility that the requisite
number of ADVA shares may not be tendered in the public offer; the
risk that the parties may not be able to satisfy the conditions to
closing of the proposed business combination in a timely manner or
at all; risks related to disruption of management time from ongoing
business operations due to the proposed business combination; the
risk that the announcement or consummation of the proposed business
combination could have adverse effects on the market price of
ADTRAN's common stock or ADVA's common shares or the ability of
ADTRAN and ADVA to retain customers, retain or hire key personnel,
maintain relationships with their respective suppliers and
customers, and on their operating results and businesses generally;
the risk that Acorn HoldCo may be unable to achieve expected
synergies or that it may take longer or be more costly than
expected to achieve those synergies; the risk of fluctuations in
revenue due to lengthy sales and approval process required by major
and other service providers for new products; the risk posed by
potential breaches of information systems and cyber-attacks; the
risks that ADTRAN, ADVA or the post-combination company may not be
able to effectively compete, including through product improvements
and development; and such other factors as are set forth in ADVA's
annual and interim financial reports made publicly available and
ADTRAN's and Acorn HoldCo's public filings made with the SEC from
time to time, including but not limited to those described under
the headings "Risk Factors" and "Forward-Looking Statements" in
ADTRAN's Form 10-K for the fiscal year ended December 31, 2020 and
ADTRAN's Form 10-Q for the quarterly period ended September 30,
2021, which are available via the SEC's website at
www.sec.gov.
The foregoing list of risk
factors is not exhaustive. These risks, as well as other risks
associated with the contemplated business combination, are more
fully discussed in the proxy statement/prospectus and the offering
prospectus that are included in the Registration Statement on Form
S-4 that has been filed by Acorn HoldCo with the SEC and in the
Offer Document that has been filed by Acorn HoldCo with BaFin and
that has been published in connection with the contemplated
business combination, as well as in any prospectuses or
supplements. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
might not occur or might occur to a different extent or at a
different time than ADTRAN, ADVA or Acorn HoldCo has described. All
such factors are difficult to predict and beyond our control. All
forward-looking statements included in this document are based upon
information available to ADTRAN, ADVA and Acorn HoldCo on the date
hereof, and each of ADTRAN, ADVA and Acorn HoldCo disclaims and
does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220106005901/en/
ADTRAN: Rhonda Lambert, investor@adtran.com
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