ADTRAN announces start of acceptance period of voluntary public takeover offer for ADVA Optical Networking SE
Nov 12, 2021
HUNTSVILLE, Ala.--(BUSINESS WIRE)-- 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.”
In the business combination agreement, the parties agreed that the Management Board and the Supervisory Board of ADVA, subject to applicable law and their fiduciary duties, would recommend acceptance of the Offer in their reasoned statement issued pursuant to Section 27 of the German Takeover Act.
The Offer is made on, and subject to, the terms and conditions set forth in the Offer Document, the publication of which has been permitted by the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht , or BaFin). The Offer Document is available in German and in the form of a non-binding English translation, alongside other information relating to the Offer, on the following website: www.acorn-offer.com
Copies of the German Offer Document and non-binding English translation can also be obtained free of charge through the settlement agent, BNP Paribas Securities Services S.C.A, Frankfurt Branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries, including the requesting person’s complete postal address, may be delivered via fax to +49 69 1520 5277 or via email to mailto:firstname.lastname@example.org).
The Offer Document will also be filed with the Securities and Exchange Commission (SEC) in the United States. This document will be available electronically through the SEC’s Electronic Data Gathering Analysis and Retrieval (EDGAR) system. The non-binding English translation of the Offer Document will be filed by Acorn HoldCo with the SEC on EDGAR, available at https://www.sec.gov/edgar/browse/?CIK=1880346.
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