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ADTRAN Holdings Announces Closing of Business Combination with ADVA

By on July 15, 2022 0

HUNTSVILLE, Alabama–(BUSINESS WIRE)–ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced the closing of its business combination with ADVA Optical Networking SE (FSE: ADV ) (“ADVA”). The companies have received all necessary regulatory approvals and shareholder consent, making the closure possible. ADTRAN Holdings is now the parent company of ADTRAN, Inc. (“ADTRAN”) through the merger of ADTRAN with and into a wholly owned subsidiary of ADTRAN Holdings. Additionally, the contributed ADVA shares were exchanged for shares of ADTRAN Holdings today, making ADTRAN Holdings the majority shareholder of ADVA.

Tom Stanton, Chairman and CEO of ADTRAN Holdings, said, “This is an exciting day for both companies. With closing now behind us, we can focus on the final steps that will allow us to fully integrate these companies, creating a driving force within the industry. We believe the combination of our exceptional talent, industry-leading solution portfolios and vision for innovation positions us as a trusted global leader for service providers, governments and enterprise customers and will provide a solid foundation for our success in the future.

As previously announced, the Company intends to enter into either a Domination Agreement or a Domination and Profit and Loss Transfer Agreement to pursue the integration, which will be a further step towards establishing the Company as a leader. world of end-to-end fiber optic networks. With an addressable market of $13.7 billion, the combined company will offer an unmatched product portfolio ranging from home connectivity and enterprise access solutions to basic optical transport.

About ADTRAN Holdings, Inc.

ADTRAN Holdings, Inc. is the parent company of ADTRAN, a wholly-owned subsidiary and one of the world’s leading providers of open and disaggregated networking and communication solutions. ADTRAN Holdings is also the main shareholder of ADVA, a European telecommunications provider which provides network equipment for data, storage, voice and video services.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the United States 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 using forward-looking words such as “anticipate”, “believe”, “continue”, “may”, “estimate”, “expect”, “explore”, “evaluate”, ” intend”, “may”, “could”, “plan”, “potential”, “predict”, “project”, “seek”, “should” or “will”, or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond ADTRAN’s and ADVA’s control.

These forward-looking statements include, but are not limited to, statements regarding the benefits of the business combination, integration plans and expected synergies, as well as expected future growth, financial and operating performance and results. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from forecasted or expected results. No assurance can be given that such forward-looking statements will prove to be true and correct, or that any future results projected or anticipated will be achieved. Factors that could cause actual results to differ materially from those set forth in any forward-looking statements include, but are not limited to: regulatory or other restrictions imposed after the closing of the business combination; the success of the combined businesses following the business combination; the ability to successfully integrate the businesses of ADTRAN and ADVA; risks related to disruption of ongoing business operations management time due to integration efforts following the business combination; the risk that publicity surrounding the business combination could adversely affect the market price of ADTRAN common stock ADVA common stock or ADTRAN’s and ADVA’s ability to retain customers, retain or hire key personnel, maintain relationships with their respective suppliers and customers, and on their results of operations and business generally; the risk that ADTRAN Holdings may not be able to achieve expected synergies or that it may take longer or be more costly than expected to achieve such synergies; the risk of revenue fluctuations due to the lengthy sales and approval process required by major service providers and other service providers for new products; the risk posed by potential breaches of information systems and cyberattacks; the risks that ADTRAN, ADVA or ADTRAN Holdings may not be able to compete effectively, including through product improvements and developments; and any other factors as set forth in ADVA’s publicly available annual and interim financial reports and in public filings by ADTRAN and ADTRAN Holdings with the SEC from time to time, including, but not limited thereto, those described under the headings “Risk Factors” and “Forward-Looking Statements” in ADTRAN’s Form 10-K for the year ended December 31, 2021 and ADTRAN’s Form 10-Q for the quarterly period ended on March 31, 2022, which are available on the SEC’s website at https://www.sec.gov.

The above list of risk factors is not exhaustive. These risks, as well as other risks associated with the business combination, are more fully described in the proxy statement/prospectus and the offering prospectus which are included in the registration statement on Form S-4. which has been filed by ADTRAN Holdings (formerly known as Acorn HoldCo, Inc.) with the SEC and in the offer document which has been filed by Acorn HoldCo with BaFin and which has been published as part of of the business combination ]as well as in any prospectus or supplement. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements may not occur or may occur to a different extent or at a different time than those described by ADTRAN, ADVA or ADTRAN Holdings. All of these factors are difficult to predict and beyond our control. All forward-looking statements included herein are based upon information available to ADTRAN, ADVA and ADTRAN Holdings as of the date hereof, and each of ADTRAN, ADVA and ADTRAN Holdings disclaims and undertakes no 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.