ADTRAN, Inc. (NasdaqGS:ADTN) executed a binding term sheet to acquire ADVA Optical Networking SE (XTRA:ADV) from EGORA Holding GmbH, EGORA Investments GmbH and other shareholders for approximately €880 million on May 28, 2021. ADTRAN, Inc. entered into a business combination agreement to acquire ADVA Optical Networking SE from EGORA Holding GmbH, EGORA Investments GmbH and other shareholders on August 30, 2021. Under the terms of the agreement, common stock of ADVA Optical Networking SE will be exchanged for 0.8244 shares of common stock of ADTRAN, Inc. ADTRAN and ADVA agreed to combine their respective businesses, and each become subsidiaries of a new holding company, Acorn HoldCo, Inc. Pursuant to the Merger, each outstanding share of common stock of the Company will be converted into the right to receive one share of common stock of Acorn. Under the terms of the Business Combination Agreement, newly formed Delaware corporation and wholly-owned direct subsidiary of Acorn, will merge with and into ADTRAN, with ADTRAN surviving the merger as a wholly-owned direct subsidiary of Acorn. Post-closing, former ADTRAN stockholders and former ADVA shareholders will own approximately 54% and 46%, respectively, of the outstanding Acorn HoldCo shares. Acorn HoldCo will be dual-listed and apply to admit its shares to listing and trading on The NASDAQ Global Select Market and will apply to admit its shares to listing and trading on the regulated market of the Frankfurt Stock Exchange and the sub-segment thereof with additional post-admission obligations (Prime Standard) (trading in euros). 13.7% irrevocable undertaking has been secured from Egora. The transaction is structured as exchange offer and business combination. The exchange offer will provide for an initial acceptance period of six (6) weeks in Q4 of 2021/Q1 of 2022. Acorn HoldCo, Inc. will pursue a delisting and squeeze-out of the ADVA shares. ADTRAN and ADVA will remain separate and independent companies until the closing of the transaction.

Post-closing, the name of Acorn HoldCo will be changed to “ADTRAN Holdings, Inc.” The business of the combined group will be operated from Acorn's current headquarters (global headquarters) located in Huntsville, Alabama. The German and the European headquarters of the combined group will be Alpine's current head office (European headquarters) in Planegg/Martinsried. There will be no change to the location of ADVA's corporate seat and operations in Meiningen, the head-office Plannegg/Martinsried nor to the locations of ADVA's German material businesses. Acorn HoldCo's Board of Directors will consist of nine members, including six members of the current ADTRAN Board of Directors, Thomas Stanton, H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker, and three directors designated for appointment by ADVA, Brian Protiva, Chief Executive Officer of ADVA, Nikos Theodosopoulos, Chairman of ADVA's supervisory board and Johanna Hey, Vice Chairwoman of ADVA's supervisory board. Brian Protiva will also be the Executive Vice Chairman of the Board of Directors of Acorn HoldCo. Thomas Stanton, ADTRAN's Chairman and Chief Executive Officer, will be the Chairman and Chief Executive Officer of Acorn HoldCo and Michael Foliano, ADTRAN's Chief Financial Officer, will be the Chief Financial Officer of Acorn HoldCo. Acorn HoldCo will appoint Christoph Glingener, ADVA's Chief Technology Officer, as Chief Technical Officer of Acorn HoldCo. Scott St. John as Chief Marketing and Sales Officer and Paulus Bucher as Chief Operations Officer unless Scott St. John and Paulus Bucher has been offered a six-month transition and a severance package.

The transaction is subject to customary closing conditions, including, ADTRAN shareholders' approval, at least 70% of all outstanding ADVA shares have been tendered, declaration of effectiveness by the SEC of a registration statement on Form S-4, receipt of certain antitrust and foreign direct investment regulatory approvals for the transaction, clearances from Hart-Scott-Rodino Antitrust Improvements Act of 1976, Competition and Markets Authority in United Kingdom, German Foreign Trade Ordinance, U.K. National Security & Investment Act, and German Federal Cartel Office, National Security & Investment Act approval, Australian Foreign Investment Review Board, General Subdirectorate of Foreign Investments, Committee on Foreign Investment in the United States. The agreement was unanimously approved by the Board of Directors of ADTRAN and by the supervisory Board and management Board of ADVA. The registration statement was declared effective by the SEC on December 2, 2021. ADTRAN announced that it will hold a special meeting of its stockholders on January 6, 2022. As of November 17, 2021, the relevant antitrust authorities have either cleared the business combination or confirmed they did not intend to conduct a public review. The relevant antitrust authorities have either cleared the business combination or confirmed they did not intend to conduct a public review. As of December 8, 2021, the transaction was unanimously recommended by ADVA's management and supervisory boards. On December 17, 2021, the offer condition pursuant to Foreign direct investment approval in the Commonwealth of Australia has been fulfilled. The parties continue to work diligently to obtain the required foreign direct investment approvals. The acceptance period will end on January 12, 2022. Closing of the transaction is expected to occur during the second or third quarter of 2022. The transaction is accretive to the ADTRAN EPS in the first year and accretive to both ADTRAN and ADVA in the second year. As on January 4, 2022, ADTRAN, Inc. achieved a quorum for the Special Meeting of Stockholders to be held on January 6, 2022. As on January 6, 2022, the transaction is approved by the shareholders of ADTRAN, Inc. Until December 30, 2021, the Takeover Offer has been accepted for a total of 8,564,326 ADVA Shares. Regarding the ADVA Shares, this corresponds to approx. 16.65% of all outstanding ADVA Shares and voting rights attached thereto as well as of the share capital of ADVA Optical Networking SE as on November 30, 2021. As of January 21, 2022, The Committee on Foreign Investment in the United States approved the transaction. As of January 10, 2022, ADTRAN intends to lower the minimum acceptance threshold for its takeover offer from 70% to 60%. As a result of lowering the minimum acceptance threshold, the acceptance period originally expiring on January 12, 2022, will by law, be extended by two weeks. It will now expire on January 26, 2022.

Achim Herfs and Benjamin Leyendecker of Kirkland & Ellis International LLP, Sarkis Jebejian and Carlo Zenkner of Kirkland & Ellis LLP acted as the legal advisors, BofA Securities, Inc. acted as the financial advisor and Fairness Opinion provider for ADTRAN, Inc. for a fee of $8.5 million (€7.5 million) of which $1.5 million (€1.3 million) was payable upon delivery of BofA Securities' fairness opinion. Michael Rose and Richard Aftanas of Hogan Lovell International LLP acted as the legal advisor and Jefferies acted as the financial advisor for ADVA. American Stock Transfer & Trust Company, LLC acted as registrar to ADTRAN. Stephan Zuber, Ralf Ek, Peter Holst, Sonja Dechansreiter, Oliver Hubertus, Joachim Günther and Benedikt Hoffmann of Baker Tilly Rechtsanwaltsgesellschaft mbH acted as legal advisors to EGORA Holding GmbH and EGORA Investments GmbH. KPMG AG Wirtschaftsprüfungsgesellschaft and Jefferies International Limited acted as Fairness Opinion provider for ADVA. Morrow Sodali, LLC acted as proxy solicitor for ADTRAN for a fee of $20,000 (€17,674).

ADTRAN, Inc. (NasdaqGS:ADTN) completed the acquisition of 66.4% stake in ADVA Optical Networking SE (XTRA:ADV) from EGORA Holding GmbH, EGORA Investments GmbH and other shareholders for approximately €530 million on July 15, 2022. ADTRAN Holdings, Inc. completed the Exchange Offer, in which ADTRAN acquired 33,957,538 bearer shares of ADVA, as of the Exchange Offer Settlement Date, in exchange for the issuance of an aggregate of 27,994,595 shares of common stock of ADTRAN Holdings, Inc. Upon Closing, ADVA become a subsidiary of ADTRAN Holdings, Inc. The ADTRAN shares were approved for listing on the Nasdaq Global Select Market and will trade under the symbol “ADTN”. The Company Shares are expected to be approved for listing on the regulated market segment of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment thereof with additional post-admission obligations on or around July 13, 2022 and will trade there under the symbol “QH9”. The ADTRAN Shares are expected to be suspended from trading on Nasdaq as of the close of business on the Closing Date. Upon closing, H. Fenwick Huss, Gregory McCray, Balan Nair, Jacqueline H. Rice, Kathryn A. Walker, and Thomas Stanton resigned as Directors of ADTRAN. Michael Foliano, Dana C. Crim, and James Wilson, Jr. were appointed as the members of ADTRAN's Board of Directors. Upon consummation of the Merger, Michael Foliano became President of ADTRAN and Dana C. Crim was appointed the Secretary and Treasurer of ADTRAN.