EQS-News

ADVA Optical Networking SE: Domination and profit and loss transfer agreement between ADVA Optical Networking SE and ADTRAN Holdings, Inc., has been registered in the commercial register

EQS-News: ADVA Optical Networking SE / Key word(s): Miscellaneous ADVA Optical Networking SE: Domination and profit and loss transfer agreement between ADVA Optical Networking SE and ADTRAN Holdings, Inc., has been registered in the commercial register 17.01.2023 / 23:30 CET/CEST The issuer is solely responsible for the content of this announcement. Domination and profit and loss transfer agreement between ADVA Optical Networking SE and ADTRAN Holdings, Inc., has been registered in the commercial register

 
Munich, Germany. 17 January 2023. The domination and profit and loss transfer agreement (the “DPLTA”) between ADVA Optical Networking SE (“ADVA”) as dependent company and ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings”) as dominating company that was executed on December 1, 2022 and has been registered in the commercial register of the local court of Jena on January 16, 2023 and has thus become effective. The extraordinary general meeting of ADVA had granted approval to the conclusion of the DPLTA on November 30, 2022. The effectiveness of the DPLTA enables ADTRAN Holdings to further integrate ADVA under German law, including the ability to issue binding operational instructions to the management board of ADVA.

Under the DPLTA, ADTRAN Holdings undertook to acquire, upon request, the shares of any outstanding ADVA shareholder against compensation (Abfindung) in the amount of € 17.21 per ADVA share. The outside shareholders now have the opportunity to tender their shares in ADVA via their custodian bank in return for the corresponding cash compensation. The acceptance period for this Offer ends – subject to an extension of the period due to the initiation of any appraisal proceedings – two months after the date on which the entry of the DPLTA in the commercial register has been published in accordance with Section 10 of the German Commercial Code. Full details of the cash compensation offer and its implementation will be published shortly by ADTRAN Holdings in the German Federal Gazette (Bundesanzeiger).