Brief: Acorn Holdco To Make Voluntary Public Takeover Offer To Shareholders Of ADVA

Adtran Networks SE

30/08/2021 13:01

Aug 30 (Reuters) - ACORN HOLDCO: 
    * TAKEOVER OFFER / TARGET COMPANY: ADVA OPTICAL NETWORKING
SE;
BIDDER: ACORN HOLDCO, INC.
    * TO MAKE A VOLUNTARY PUBLIC TAKEOVER OFFER TO SHAREHOLDERS
OF
ADVA OPTICAL NETWORKING FOR ACQUISITION OF ALL NON-PAR VALUE
BEARER SHARES IN COMPANY
    * EACH SHARE REPRESENTS PROPORTIONATE AMOUNT OF EUR 1.00 OF
SHARE
CAPITAL OF ADVA FORM OF AN EXCHANGE OFFER
    * AS CONSIDERATION FOR TENDERED ADVA SHARES, IT OFFERS FOR
EACH
TENDERED ADVA SHARE 0.8244 COMMON SHARES IN ACORN HOLDCO
    * BIDDER WILL BECOME HOLDING COMPANY FOR COMPANY AND ADTRAN
    * ADTRAN SHAREHOLDERS WOULD OWN APPROXIMATELY 54% AND ADVA
SHAREHOLDERS WOULD OWN APPROXIMATELY 46% OF EQUITY OF BIDDER,
ASSUMING A TENDER OF 100% OF ADVA SHARES
    * EXCHANGE OFFER WILL BE SUBJECT TO CERTAIN CLOSING
CONDITIONS,
INCLUDING APPROVAL BY A MAJORITY OF ADTRAN SHAREHOLDERS, A
MINIMUM ACCEPTANCE THRESHOLD OF 70% OF ALL ADVA SHARES
OUTSTANDING, ANTITRUST APPROVALS AND FOREIGN INVESTMENT CONTROL
CLEARANCES
    * HAS CONCLUDED IRREVOCABLE UNDERTAKING WITH EGORA HOLDING
GMBH
AND ITS WHOLLY-OWNED SUBSIDIARY EGORA INVESTMENTS GMBH, UNDER
WHICH SUCH SHAREHOLDERS HAVE COMMITTED TO ACCEPT EXCHANGE OFFER
FOR IN TOTAL 7,000,000 ADVA SHARES WHICH ARE HELD BY THEM

Source text for Eikon:  ID:nEQ7KMk5va 
Further company coverage:  ADAG.DE 

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