ADTRAN and ADVA announced a merger focused on end-to-end fiber networking solutions for communications service provider, enterprise and government customers.
On an investor call, company executives cited a number of drivers for the merger, including
- The unprecedented investment cycle in fiber broadband in the U.S. and Europe, including the metro aggregation network upgrades that will be necessary to support FTTH buildouts
- On-going technology transition cycles including the adoption of open, disaggregated architecture, SaaS, 100/400G in metro, 10G in access and Wi-Fi 6 on premise.
- The shift from Chinese vendors to trusted suppliers, especially in Europe.
Some additional points:
- The new company will operate as ADTRAN Holdings, Inc.
- The global headquarters will be in Huntsville, Alabama with European headquarters in Munich, Germany.
- The new management team: 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 9 directors, 6 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.
"We are in the early stages of an unprecedented investment cycle in fiber connectivity, especially in the U.S. and Europe, fueled by the demand for last-mile fiber 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 capitalize 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.”
Under the deal, 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% 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% of the equity of the combined company and ADVA shareholders will own approximately 46%, assuming a tender of 100% of ADVA shares.
https://investors.adtran.com/news-and-events/events/event-details/2021/ADTRAN-Call/default.aspx
- In 2012, ADTRAN acquired Nokia Siemens Networks' fixed line Broadband Access business (BBA), and associated professional services and network management solutions, for an undisclosed sum. Approximately 400 people, including engineering, R&D, sales and professional services employees, transferred to ADTRAN globally. The BBA product set acquired included IP DSLAMs designed for the international market as well as optical access products. The biggest customer at the time was Deutsche Telekom, Bezeq, Sunrise Telecom, etc.
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