ADVA Optical Networking : and ADTRAN, Inc., sign agreement on business combination and public exchange offer

Ad-hoc notification pursuant to Article 17 of the Market- Abuse-Regulation (EU) No. 596/2014

ADVA Optical Networking SE and ADTRAN, Inc., sign agreement on business combination and public exchange offer

Munich, Germany. 30 August, 2021. Today, ADVA Optical Networking SE ("ADVA") and ADTRAN, Inc. ("ADTRAN") have signed a business combination agreement ("BCA") to combine the two companies, creating a leading global product and service provider of end-to-end fiber networking solutions for communications service provider, enterprise and government customers. In order to achieve the business combination, ADVA and ADTRAN shall be combined under a new holding company ("HoldCo") that was incorporated by ADTRAN as its subsidiary and will apply for an admission of its shares to be traded on NASDAQ and on the Frankfurt Stock Exchange. Pursuant to the BCA, ADTRAN and ADVA will each become a direct subsidiary of HoldCo; ADTRAN through a merger pursuant to US-law and ADVA by means of a public exchange offer ("Offer") to all ADVA shareholders. HoldCo published its decision to make a voluntary public takeover offer in form of an exchange offer to all ADVA shareholders, pursuant to Section 10 para. 1 and 3 of the German Takeover Act (WpÜG).

Under the terms of the offer, each ADVA share will be exchanged for 0.8244 HoldCo shares, valuing ADVA at EUR 17.17 per share based on ADTRAN's closing share price of USD 24.57 and representing a premium of 33% to ADVA's closing price, each as of August 27, 2021, the last trading day prior to the signing of the BCA. On a three-monthsvolume-weighted average basis, the offer is equivalent to EUR 14.98 per ADVA share based on ADTRAN's three-monthsvolume-weighted average share price as of August 27, 2021, representing a premium of 22% to ADVA's three-monthsvolume-weighted average share price for the same period, an equity value of EUR 789 million, and an enterprise value of EUR 759 million for an implied multiple of 1.3x LTM Revenue ended June 30, 2021. ADTRAN shares will be exchanged for shares in the new holding company on a one-for-one basis. After the business combination, former ADVA shareholders would own approximately 46% of the combined company's equity and former ADTRAN shareholders approximately 54%, if all ADVA shareholders were to fully subscribe to the Offer.

Closing of the transaction is expected to occur during the second or third quarter of 2022 and will be subject to certain conditions. These will include receipt of all required merger control and foreign investment control clearances, a minimum acceptance rate of 70% of the outstanding shares in ADVA, the approval by ADTRAN shareholders, the non-performance of certain actions by ADVA, as well as the non- occurrence of certain material adverse events and other customary closing conditions.

The members of ADVA's management and supervisory boards welcome the Offer. Subject to a thorough analysis of the Offer document, their fiduciary and other legal obligations, they intend to support the Offer.

The HoldCo has concluded an irrevocable undertaking with EGORA Holding GmbH and its wholly-owned subsidiary EGORA Investments GmbH, under which such shareholders have committed to accept the Exchange Offer for shares which represent approximately 13.7% of ADVA's share capital.

The combined company will be named ADTRAN Holdings, Inc., and have its global headquarters in Huntsville, Alabama. The European headquarters will be in Planegg/Martinsried near Munich. HoldCo's board of directors will, after closing, consist of nine members and be staffed by three representatives of ADVA and six representatives of ADTRAN. Thomas Stanton, Chairman and CEO of ADTRAN, will serve in the same capacity following the close of the transaction. ADVA's CEO, Brian Protiva, will transition into the role of Executive Vice Chairman. Out of ADVA's current supervisory board, Chairman Nikos Theodosopoulos and Johanna Hey will serve as members of HoldCo's board of directors. ADTRAN's CFO, Michael Foliano, will remain in his current role and ADVA's CTO, Christoph Glingener, will serve in the same capacity for the combined company.

Based on the published results for the twelve months ended June 30, 2021, the combined company generates about USD 1.2 billion in yearly turnover. With the business combination, ADVA and ADTRAN aim to achieve annual run rate pre-tax synergies of approximately USD 52 million (EUR 44 million) by year

2 post-closing. In order to achieve these synergies, one-off-expenses of approximately USD 37 million (EUR 31 million) are to be estimated, whereby the parties' transaction costs are already included.

Notifying person and contact for Investors:

Steven Williams

1. [phone]

Contact for press:

Gareth Spence

Tel.: [phone] [e-mail]