Status: Not a Covered Transaction
Acquirer: ADVA Optical Networking SE (Germany)
Acquired: ADTRAN, Inc. (U.S.)
Value: $931 million
Industry Tags: Telecommunications; Network and Data Solutions
On August 30, 2021, ADTRAN, Inc., a U.S. publicly traded company, and (Nasdaq: ADTN), and ADVA Optical Networking SE, a German publicly trade company (FSE: ADV), announced “the entry into a business combination agreement to combine the two companies and create a leading global, scaled provider of end-to-end fiber networking solutions for communications service provider, enterprise and government customers.” (Press Release, ADTRAN, Inc., Form 8-K, Ex-99.1, Aug. 30, 2021, SEC Filing.) “The combined company will be named ADTRAN Holdings, Inc.. Its global headquarters will be located in Huntsville, AL and its European headquarters will be in Munich, Germany.” (Id.) The transaction is conditioned on CFIUS Clearance. (See Section 5.2.3(i)(2), Business Combination Agreement, ADTRAN, Inc., Form 8-K, Ex-2.1, Aug. 30, 2021, SEC Filing.) Upon completion of the transaction, “ADTRAN shareholders would own approximately 54% and ADVA shareholders would own approximately 46% of the equity of the [newly created holding company], assuming a tender of 100% of ADVA Shares.” (Annex 4.1.1-1, Business Combination Agreement, ADTRAN, Inc., Form 8-K, Ex-2.1, Aug. 30, 2021, SEC Filing.) “ADTRAN and ADVA made a joint, voluntary filing with [CFIUS] concerning the transaction. On January 20, 2022, ADTRAN and ADVA received notice from CFIUS that it had completed its review of the transaction and determined that the transaction was not a “covered transaction” subject to CFIUS’ jurisdiction.” (ADTRAN Inc., Form 425, Jan. 25, 2022, SEC Filling
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