HUNTSVILLE, Ala., Sept. 7, 2021 — ADTRAN and ADVA have entered into a business combination, to create a global, scaled provider of end-to-end fiber networking solutions for communications service provider, enterprise, and government customers. The merger will combine ADTRAN’s expertise in fiber access, fiber extension, and subscriber connectivity solutions with ADVA’s metro wavelength division multiplexing, data center interconnect, business ethernet, and network synchronization solutions.

The merger creates a company with combined revenue of $1.2 billion. The companies will combine under a new holding company (which will be renamed ADTRAN Holdings Inc. following the closing) pursuant to an all-stock exchange offer for 100% of ADVA’s outstanding shares. The combined company will be dual-listed on the Nasdaq and the Frankfurt Stock Exchange. Its global headquarters will be located in Huntsville, Ala., and its European headquarters will be in Munich.

Under the terms of the offer, each ADVA share will be exchanged for 0.8244 shares of common stock in the new holding company. 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% of the equity of the combined company and ADVA shareholders will own approximately 46%, assuming a tender of 100% of ADVA shares.

The new management team and board of directors will be composed 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 designated by ADTRAN and three of whom will be designated by ADVA.

The companies, in a press release, identified government networks and critical infrastructure as systems for which the combination will create an expanded, secure, and more comprehensive portfolio. The companies anticipate completing the transaction during the second or third quarter of 2022.