Adtran has announced a merger with ADVA to create a global, scaled provider of end-to-end fibre networking solutions for communications service provider, enterprise and government customers.
The merger combines Adtran’s global prowess in fibre access, fibre extension and subscriber connectivity solutions with ADVA’s expertise in metro wavelength division multiplexing, data centre interconnect, business ethernet and network synchronisation solutions.
“We are in the early stages of an unprecedented investment cycle in fibre connectivity, especially in the US and Europe, fuelled by the demand for last-mile fibre access and middle-mile transport to provide high-speed connectivity to homes, businesses and future 5G infrastructure,” said Adtran Chairman and CEO Thomas Stanton. “By joining forces, our combined firm’s portfolio will better position us to capitalise on this highly compelling global opportunity. We expect the transaction will create significant long-term value for both companies’ stakeholders by increasing our scale and improving our ability to serve as a trusted supplier for customers worldwide.”
“The business combination is an outstanding opportunity to leverage the complementary nature of our customers and product portfolios and the compatibility of our companies’ businesses and culture,” said ADVA CEO Brian Protiva. “We are excited to join forces and create a world-class team with exceptional technology expertise and customer focus. Our shared vision and passion for innovative networking solutions will benefit our customers through an enhanced value proposition, including a fully integrated end-to-end architecture for enterprise, access and metro core markets.”
The companies also note that the combination will leverage its 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 R&D teams to help advance the next generation of fibre communications networks.
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 €14.98 per ADVA share based on Adtran’s 3-month VWAP as of August 27, 2021, representing a premium of 22 per cent to ADVA’s 3-month VWAP for the same time period, an equity value of €789 million, and an enterprise value of €759 million for an implied multiple of 1.3x LTM Revenue. Adtran shares will be exchanged for shares in the new holding company on a one-for-one basis. At the closing, Adtran shareholders will own approximately 54 per cent of the equity of the combined company and ADVA shareholders will own approximately 46 per cent, assuming a tender of 100 per cent of ADVA shares.
The combined company will be named Adtran Holdings. Its global headquarters will be located in Huntsville, AL and its European headquarters will be in Munich, Germany.
The new management team and Board of Directors will have a balanced mix of executives from both companies. Adtran’s Chairman and CEO, Tom Stanton, 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. Adtran’s CFO, Mike Foliano, will remain in his current role and ADVA’s CTO, Christoph Glingener, will serve in the same capacity for the combined entity.
The Board of Directors of the combined company will comprise nine directors, six of whom will be directors designated by Adtran and 3 of whom will be directors designated by ADVA.
The combined company will be dual-listed on the NASDAQ and Frankfurt Stock Exchange.