HUNTSVILLE, Alabama–(BUSINESS WIRE)–ADTRAN, Inc. announced today that effective after the end of the initial acceptance period on January 26, 2022 (midnight Central European Time (CET)), the tender offer voluntary (exchange offer) by Acorn HoldCo, Inc. to all shareholders of ADVA Optical Networking SE has been accepted by more than 60% of all existing voting shares of ADVA Optical Networking SE as of October 31, 2021 , thus exceeding the minimum acceptance threshold required.
Tom Stanton, Chairman and Chief Executive Officer of ADTRAN, Inc., said, “We appreciate the confidence of ADVA shareholders in this opportunity to build a leading company in our industry. We are moving forward to work with the relevant authorities to obtain the required approvals for foreign direct investment and are confident that these approvals will be obtained in due course.
Under the rules of the German Securities Acquisition and Takeover Act (WpÜG), ADVA shareholders who have not tendered their shares during the initial acceptance period may do so during an additional acceptance period. of two weeks beginning on Tuesday February 1 and ending at midnight. CET Monday, February 14, 2022.
The final result of the public exchange offer at the end of the acceptance period should be published on Monday January 31, 2022.
Completion of the offer remains subject to regulatory approvals.
Additional information can be found at www.acorn-offer.com.
Important information for investors and shareholders
This announcement is neither an offer to buy nor a solicitation of an offer to sell ADVA shares. The voluntary tender offer (Offer) itself, together with its terms and conditions and other provisions relating to the Offer, are set forth in the offer document. ADVA shareholders are urged to carefully read the offer document and all other relevant documents relating to the Offer.
Further, 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 a document equivalent to a prospectus. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the US 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, which includes (1) a proxy statement of ADTRAN which is also a prospectus for Acorn HoldCo and (2) an Acorn HoldCo offer prospectus for use in connection with Acorn HoldCo’s offer to acquire ADVA shares held by US shareholders. The registration statement was declared effective by the SEC on December 2, 2021 and ADTRAN has mailed the definitive proxy statement/prospectus to its shareholders in connection with the vote in favor of the merger of ADTRAN and a wholly owned subsidiary of Acorn HoldCo. Acorn HoldCo has also filed the Offer Document with BaFin, the publication of which has been approved by BaFin and which has been published. Completion of any transaction is subject to regulatory approvals and other customary closing conditions.
INVESTORS AND SECURITYHOLDERS OF ADTRAN AND ADVA ARE ADVISED TO CAREFULLY READ THE SOLICITATION ANNOUNCEMENT/PROSPECTUS, THE OFFERING DOCUMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT.
The Offer is subject exclusively to the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America. Any agreement entered into as a result of acceptance of the Offer shall be exclusively governed by the laws of the Federal Republic of Germany and shall be construed in accordance with those 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 operated by the SEC at https ://www.sec.gov. Copies of documents filed with the SEC by ADTRAN will be available free of charge at https://investors.adtran.com and under “SEC Filings”. In addition, the German version of the offer document has been published by way of an announcement on the Internet at https://acorn-offer.com and by keeping copies available free of charge from the settlement agent. A copy of the non-binding English translation of the offer document, which has not been reviewed by BaFin, can also be obtained on the Internet at https://acorn-offer.com.
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 proposed 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: the expected timing and likelihood of completion of the contemplated business combination, including the timing, receipt and terms of all governmental and regulatory approvals required for the proposed business combination that could reduce the expected benefits or cause the parties to abandon the transaction; the occurrence of any event, change or other circumstance that may 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 risk that the parties may not be able to satisfy the closing conditions of the proposed business combination on a timely basis or at all; risks relating to the disruption of ongoing business management time due to the proposed business combination; the risk that the publicity surrounding or the completion of the proposed business combination may adversely affect the market price of ADTRAN common stock or ADVA common stock 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 results of operations and business generally; the risk that Acorn HoldCo may not be able to achieve expected synergies or that achieving such synergies may take longer or be more costly than expected; the risk of revenue fluctuations due to the lengthy sales and approval process required by principals 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 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 Acorn HoldCo 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 fiscal year quarterly period ended September 30, 2021, 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 contemplated business combination, are discussed in more detail 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 Acorn HoldCo with the SEC and in the offer document which has been filed by Acorn HoldCo with BaFin and which has been issued in connection with the contemplated business combination, together with 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 Acorn HoldCo. 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 Acorn HoldCo as of the date hereof, and each of ADTRAN, ADVA and Acorn HoldCo 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.