Successful settlement of Adtran’s exchange offer to ADVA shareholders

News summary:

• All regulatory and shareholder requirements met within 11 months
• Adtran Holdings, Inc. is now the majority shareholder of ADVA Optical Networking SE and sole shareholder of Adtran, Inc.

ADVA Optical Networking SE (“ADVA”) and Adtran Holdings, Inc. (“Adtran Holdings”, which previously operated as Acorn HoldCo, Inc.) today announced the successful closing of Adtran Holdings’ exchange offer to shareholders of ADVA. In addition, Adtran, Inc. has become a direct subsidiary of Adtran Holdings through a merger. Starting today, Adtran Holdings’ shares will commence trading on the NASDAQ as well as on the Frankfurt Stock Exchange. ADVA tendered shares have been delisted from the Frankfurt Stock Exchange. Shares in ADVA not tendered continue to be listed on the Frankfurt Stock Exchange. In less than one year after the merger was first announced, the companies have received all necessary regulatory approvals.

Following today’s closing, Adtran Holdings holds a 65,43% majority share in ADVA. On July 6, 2022, ADVA and Adtran Holdings agreed to enter into negotiations regarding a domination agreement or a domination profit and loss transfer agreement (“Agreement”). The effectiveness of the Agreement is intended to allow both companies to fully integrate and work towards the achievement of operational synergy targets. The business combination brings together two companies with a strong history of technology innovation and customer trust. With a total addressable market of USD 13.7 billion and a joint annual R&D budget of approximately USD 240 million, the combined company has enormous revenue potential and intends to capitalize on global investment opportunities around fiber buildouts. With global headquarters in Huntsville, Alabama, US and a European headquarters in Munich, Germany, the company will leverage its expanded global footprint to provide its partners and customers with an even better service offering.

Disclaimer

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of ADVA and the persons acting jointly with ADVA. Such forward-looking statements are based on current plans, estimates and forecasts, which ADVA and the persons acting jointly with ADVA have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by ADVA or the persons acting jointly with ADVA. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

About ADVA

ADVA is a company founded on innovation and focused on helping our customers succeed. Our technology forms the building blocks of a shared digital future and empowers networks across the globe. We’re continually developing breakthrough hardware and software that leads the networking industry and creates new business opportunities. It’s these open connectivity solutions that enable our customers to deliver the cloud and mobile services that are vital to today’s society and for imagining new tomorrows. Together, we’re building a truly connected and sustainable future. For more information on how we can help you, please visit us at www.adva.com.

Published by:

ADVA Optical Networking SE, Munich, Germany

www.adva.com

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