Press Release

December 06, 2021 — HUNTSVILLE, Ala.–(BUSINESS WIRE)–ADTRAN, Inc., (NASDAQ: ADTN) today announced that the acceptance of the exchange offer regarding the proposed business combination between ADTRAN and ADVA Optical Networking SE (FSE: ADV) has been recommended by ADVA’s management and supervisory boards and that key antitrust approvals have been received.

On November 23, 2021, the management and supervisory boards of ADVA issued a joint reasoned statement recommending that ADVA shareholders accept the exchange offer for Acorn HoldCo shares. The members of both boards are of the opinion that the consideration offered is appropriate and fair and in the best interest of ADVA and its shareholders.

Furthermore, following approval of the publication of the offer document by the German Federal Financial Supervisory Authority (BaFin), the offer period in Germany started on November 12, 2021, and is expected to end on January 12, 2022.

In the United States, the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC) by Acorn HoldCo, Inc., which includes a proxy statement of ADTRAN and a prospectus of Acorn HoldCo, was declared effective on December 2, 2021. ADTRAN also announced that it has scheduled a special meeting of its shareholders to be held on January 6, 2022, at 10:30 a.m. (CST) to seek approval by ADTRAN’s shareholders of the proposed business combination, a key milestone. Further information on the special meeting of shareholders is available on the ADTRAN Investor Relations website at investors.adtran.com.

Major milestones have also been reached with regard to the required antitrust approvals. As of November 17, 2021, the relevant antitrust authorities have either cleared the business combination or confirmed they did not intend to conduct a public review. The parties continue to work diligently to obtain the required foreign direct investment approvals.

ADTRAN Chairman and Chief Executive Officer Tom Stanton stated, “Progress of our merger is on track with key antitrust clearances now received and the parties focusing on cooperative proceedings with the FDI authorities. Customer feedback has been overwhelmingly positive, and our expected completion timeline remains on track.”

Press Release

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