Publication of a decision to make a voluntary public takeover offer pursuant to Section 10 Paragraphs 1 and 3 along with Section 29 Paragraphs 1 and 34 WpÜG
Acorn HoldCo, Inc.
901 Explorer Boulevard
United States of America
It is incorporated under the laws of the State of Delaware, United States and registered with the Department of Corporations of the State of Delaware, United States, under registration number 6141966.
ADVA Optical Networking SE
98617 Meiningen-Drei 30acker
Founded under German law and registered with the Commercial Register of the District Court of Munich, Germany, under HRB 508155
(WKN: 510300 / ISIN: DE0005103006)
AM 30. August 2021 hat die Acorn HoldCo, Inc. (Dies “renderer“), a public company incorporated under the laws of the State of Delaware, United States (a company) and a wholly owned subsidiary of ADTRAN, Inc. , a corporation incorporated under the laws of the State of Delaware, United States, (“ADTRAN“), ADVA Optical Networking SE Shareholders Grant (“Community“) to display all shares of non-nominal value in the company (ISIN DE0005103006) in an arithmetic proportional amount in the company’s share capital of EUR 1.00 per share (“)ADVA . shares“) by a voluntary public takeover offer in the form of an exchange offer (“)exchange offer“) to get.
In exchange for the ADVA Shares offered in the Tender, the Bidder shall offer 0.8244 ordinary Shares to the Bidder for each ADVA share offered (“HoldCo-Aktien“).
Shortly before the exchange offer is processed, ADTRAN will merge ADTRAN as the receiving legal entity with an indirect wholly owned subsidiary of the Bidder (“merger“) a wholly owned subsidiary of the Bidder under applicable Delaware law (”mergerThe merger is subject to the publication of the exchange offer and the fulfillment of all conditions of the offer (as defined below). Upon completion of the exchange and merger offer (jointly with “Business Consolidation”) The bidder becomes the holding company of the company and ADTRAN. Assuming a bid of 100% of ADVA shares, ADTRAN shareholders own approximately 54% and ADVA shareholders own approximately 46% of the share capital of the bidder.
The exchange offer will be subject to certain conditions, including approval by the majority of ADTRAN shareholders, a minimum acceptance of 70% of all outstanding ADVA shares, antitrust approvals and approvals to control foreign investments, and a declaration of the effectiveness of the so-called “registration statement on Form S-4” regarding the issuance of HoldCo shares are regulated by the US Securities and Exchange Commission and other customary terms and conditions.
The bidder entered into a bidding agreement with EGORA Holding GmbH and its wholly owned subsidiary EGORA Investments GmbH (An irrevocable pledge), in which these shareholders have pledged to accept the offer of exchange for a total of 7,000,000 shares held by them (this is equivalent to about 13.7% of the share capital of the company). The Bid Agreement is a tool within the meaning of Section 38 of the WpHG.
ADTRAN, MergerSub, Bidder, and Company today reached an agreement on a business merger (business merger agreement), which sets out the basic terms and conditions of the business combination and offer of exchange as well as mutual intentions and agreements with respect to future cooperation.
Exchange offer documents (in German and a non-binding English translation) and other information regarding the exchange offer is available online at www.acorn-offer.com chest.
This announcement does not constitute an offer to buy nor an invitation to make an offer to sell shares in the Company. The exchange offer itself, its terms and conditions and other regulations relating to the exchange offer will only become effective after the publication of the offer document approved by the Federal Financial Supervisory Authority contained in the offer document. Investors and stockholders of the company are urgently advised to read the offer document carefully and all other documents related to the exchange offer as soon as it is announced, as it will contain important information.
The exchange offer is subject only to the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America. Any contract arising from the acceptance of an offer of exchange shall be governed exclusively by the law of the Federal Republic of Germany and shall be construed in accordance with it.
Munich, August 30, 2021
Acorn HoldCo, Inc.
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