Adtran and Adva Close Merger to Create Global, Scaled End-to-End Fiber Networking Solutions Firm.

MANews-(C)2009-2022

US-based networking and communications platforms provider Adtran, Inc., (NASDAQ: ADTN) and Germany-based telecommunications vendor Adva (FSE: ADV) have closed a merger combining the two companies and creating a global, scaled provider of end-to-end fiber networking solutions for communications service provider, enterprise and government customers, the companies said.

The merger combines Adtran's leadership in fiber access, fiber extension and subscriber connectivity solutions with Adva's leadership in metro wavelength division multiplexing, data center interconnect, business ethernet and network synchronization solutions.

Both companies are pioneers in open, disaggregated solutions with a shared vision for the future of fiber networking.

The combined business will offer a comprehensive portfolio for providing homes, businesses and 5G infrastructure with scalable, secure and assured fiber connectivity, paired with cloud-managed Wi-Fi connectivity and SaaS applications that optimize the performance of the network and improve the customer experience.

The companies also note that the combination will leverage its trusted supplier status to communications service providers, to create an expanded, secure and more-comprehensive portfolio for government networks and critical infrastructure.

The combined company will continue to support all customers in its current markets and will continue to benefit from world-class R and D teams to help advance the next generation of fiber communications networks.

The combination of Adtran and Adva is expected to create value for the shareholders of both companies, with approximately USD 52m in pre-tax annual cost synergies realized within two years post-closing, driven by identified supply chain efficiencies and operating model optimization.

Adtran and Adva combined under a new holding company (which will be renamed ADTRAN Holdings, Inc. following the closing) pursuant to an all-stock exchange offer for 100% of ADVA's outstanding shares.

Under the terms of the offer, each Adva share will be exchanged for 0.8244 shares of common stock in the new holding company.

The offer is equivalent to EUR 14.98 per Adva share based on Adtran's 3-month VWAP as of August 27, 2021, representing a premium of 22% to Adva's three-month VWAP for the same time period, an equity value of EUR 789m (USD 931.90m), and an enterprise value of EUR 759m for an implied multiple of 1.3x LTM Revenue.

Adtran shares will be...

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