Acorn HoldCo, Inc. (Acorn HoldCo), a wholly-owned subsidiary of ADTRAN, Inc. (ADTRAN), today released the offering document (Document d ‘ Offer) stipulating the voluntary public tender offer (Offer) and setting out to all shareholders of ADVA Optical Networking SE (ADVA) the terms of exchange of all ADVA shares for Acorn HoldCo shares.
ADTRAN and ADVA intend to combine the two companies and create a leading global provider of end-to-end, large-scale, fiber optic networking solutions for communications service providers, businesses and customers. government. Following the business combination, Acorn HoldCo is expected to become the holding company of ADTRAN and ADVA.
To date, ADVA shareholders can accept the Offer by surrendering their ADVA shares at the exchange ratio of 0.8244 Acorn HoldCo ordinary shares 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 held. The acceptance period will end at midnight (Central European Time, CET) on January 12, 2022.
Acorn HoldCo has already obtained an irrevocable commitment from the main shareholder of ADVA, representing 13.7% of the total share capital of ADVA, for the delivery of its ADVA shares under the Offer. Completion of the Offer will be subject, among other things, to a minimum acceptance threshold of 70% of ADVA’s share capital, approval by ADTRAN shareholders, antitrust and foreign investment control approvals, and other usual conditions.
ADTRAN Chief Executive Officer Tom Stanton said: “We are delighted to have received BaFin’s approval and to now be able to move forward with the launch of our offering. We hope that ADVA shareholders will quickly adopt this offer, not only for the premium considered, but also for the long-term potential resulting from this merger of two innovative and industry-leading companies. ”
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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 obligations, would recommend the acceptance of the Offer in their reasoned declaration issued. in accordance with section 27 of the German Takeover Act.
The Offer is made and subject to the general conditions set out in the Offer Document, the publication of which has been authorized by the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht , or BaFin). In addition to other information relating to the Offer, the Offer Document is available in German, and in the form of a non-binding English translation.
Copies of the Offer Document in German, and the non-binding English translation can also be obtained free of charge from the settlement agent, BNP Paribas Securities Services SCA, Frankfurt branch, Europa-Allee 12, 60327 Frankfurt am Main. le-Main, Germany (Inquiries, indicating the full mailing address of the requesting person, can be sent by fax to +49 69 1520 5277 or by e-mail to mailto: frankfurt.gct.operations@bnpparibas. com ).
The Offer Document will also be filed with the United States Securities and Exchange Commission (SEC). This document will be available electronically through the SEC’s Electronic Data Gathering Analysis and Retrieval (EDGAR) system.
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