ADTRAN, Inc. (ADTN) Achieves Key Regulatory Milestone for ADVA Merger

ADTRAN, (NASDAQ: ADTN) Inc. today announced that the proposed business combination of ADTRAN and ADVA Networking SE has reached a key U.S. regulatory milestone. In connection with the Business Combination Agreement, ADTRAN and ADVA made a joint, voluntary filing with the Committee on Foreign Investment in the United States (CFIUS) concerning the transaction. On January 20, 2022, ADTRAN and ADVA received notice from CFIUS that it had completed its review of the transaction and determined that the transaction was not a “covered transaction” subject to CFIUS’ jurisdiction. Accordingly, ADTRAN and ADVA have met the requirement under the Business Combination Agreement related to CFIUS notification. This is yet another key regulatory milestone that the business combination has reached. Cooperative proceedings continue with the foreign direct investment authorities in Germany and the UK.

The end of the ADVA shareholder tender offer acceptance period is midnight CET on Wednesday, January 26, 2022.

Additional information can be found at www.acorn-offer.com.

Important Information for Investors and Stockholders

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in ADVA. The Offer itself, as well as its terms and conditions and further provisions concerning the Offer, are set forth in the Offer Document. Shareholders of ADVA are strongly advised to thoroughly read the Offer Document and all other relevant documents regarding the Offer.

Furthermore, this communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended or an offer document meeting the requirements of Section 11 of the German Securities Acquisition Act in connection with the EU Prospectus Regulation.

In connection with the proposed transaction between ADTRAN and ADVA, Acorn HoldCo has filed a Registration Statement on Form S-4 with the SEC, which includes (1) a proxy statement of ADTRAN that also constitutes a preliminary prospectus for Acorn HoldCo and (2) an offering prospectus of Acorn HoldCo to be used in connection with Acorn HoldCo's offer to acquire ADVA shares held by U.S. holders. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, ADTRAN will mail the proxy statement/prospectus to its stockholders in connection with the vote to approve the merger of ADTRAN and an indirect wholly-owned subsidiary of Acorn HoldCo, and Acorn HoldCo will distribute the offering prospectus to ADVA shareholders in the United States in connection with Acorn HoldCo's offer to acquire all of the outstanding shares of ADVA. Acorn HoldCo has also filed the Offer Document with BaFin, which has been approved by BaFin and has been published.

INVESTORS AND SECURITY HOLDERS OF ADTRAN AND ADVA ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE OFFER DOCUMENT AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.

The Offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

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