Adtran Holdings, Inc. · NASDAQ:ADTN
Adtran — Merger or Acquisition (November 2021)
19 slides from Adtran's merger presentation, Nov 2, 2021
Slide 1: ADTRAN, Inc. Form 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2021 ADTRAN, Inc. (Exact name of Registrant as Specified in Its Charte
Slide 2: Item 7.01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. As previously disclosed, on August 30, 2021, ADTRAN, Inc., a Delaware corporation (“ADTRAN”), and ADVA Optical Networking SE, a European stock corporation incorporated under the laws of the European Union and Germany (“ADVA”), entered into a business combination a
Slide 3: Signatures
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ADTRAN, Inc. Date: November 2, 2021 By: /s/ Michael Foliano Michael Foliano Senior Vice President of Fin
Slide 4: Creating a Global Leader in the Converged Edge
Creating a Global Leader in the Converged Edge November 2021 1
Slide 5: Transformative Combination of ADTRAN and ADVA
Transformative Combination of ADTRAN and ADVA Creates a Global Leader in the Converged Edge A leading global provider of cloud-managed fiber access solutions for residential and business connectivity A leading global platform to address expanding market demand for fiber broadband everywhere A lead
Slide 6: Strong Growth in Converged Edge from Unprecedented Changes
Strong Growth in Converged Edge from Unprecedented Changes in Communications and Connectivity Digital Transformation Across All Industries Requires Broadband Everywhere Ongoing Shift by Service Providers Away from Huawei to Western Suppliers Continued Adoption of Cloud Architectures Build Out of Net
Slide 7: Opportunities Across Both the U.S. and Europe
Significant and Parallel Investments and Revenue Opportunities Across Both the U.S. and Europe + Incremental Displacement Representative Funding to Deploy Fiber Broadband Everywhere Opportunities from Huawei Replacement United States Europe Europe $45B+ $30B+ $1.2B+ Targeting broadband connectivity
Slide 8: ADTRAN + ADVA Position in Growing TAM is Enhanced
ADTRAN + ADVA Position in Growing TAM is Enhanced from Increased Customer Reach & Improved Win-Rate Robust opportunity for core market expansion with additional upside enabled by combination $13.7B+ $1.5B+ Access, Metro and Ethernet (RoW) Expansion to New Markets High-risk Vendor Enhanced scale in
Slide 9: What is the Converged Edge?
What is the Converged Edge? The Converged Edge Cloud managed platform which enables the delivery, aggregation and transport of residential, WFH, enterprise, wholesale and mobile x-haul services at the edge of the network Cloud Network Optimization and Customer Experience Applications Data Center Int
Slide 10: ADTRAN + ADVA Meets the Needs of the Converged Edge
ADTRAN + ADVA Meets the Needs of the Converged Edge Combination creates a comprehensive solution… …to meet demands of the Converged Edge Fiber access and aggregation One platform to address needs from Residential and enterprise connectivity residential, WFH, business, wholesale, mobile x-haul netw
Slide 11: A Unique Scaled Pure Play Addressing the Converged Edge
ADTRAN + ADVA: A Unique Scaled Pure Play Addressing the Converged Edge Network Focus Converged Edge RAN, Core / Metro Core / Metro Core / Metro Fixed Line Metro / Access Tier 1, 2, 3 CSPs Tier 1 CSPs Tier 1 CSPs Customer Focus Tier 1, 2 CSPs Tier 2, 3 CSPs Tier 2, 3 CSPs Enterprises ICPs ICPs Custom
Slide 12: Strongly Positioned to Capitalize on Momentum
ADTRAN + ADVA is Strongly Positioned to Capitalize on Momentum in the Converged Edge 1 2 3 Significant Cross-Sell Increased Scale Operational Efficiencies Opportunities to Accelerate from Well-Defined R&D Innovation Cost Synergies Complementary geographic Enhances scale and improves Compelling
Slide 13: Significant Cross-Sell Opportunities from Complementary Profiles
1 Significant Cross-Sell Opportunities from Complementary Geographic and Customer Profiles Geographic Focus Customer Focus Combined Complementary Combined Customer Base APAC APAC EMEA 5% 7% 22% 73% Americas 45% 48% EMEA Americas Combined offerings Greater scale to increase presence in APAC impro
Slide 14: Increased R&D Scale and Expertise Improves Ability to Innovate
2 Increased R&D Scale and Expertise Improves Ability to Innovate to Address Customer Demands The combination will create (1) Revenue ~$1.2B+ Increased scale and overall competitiveness R&D powerhouse to best address all needs of R&D ~$240M+ Intermediate Term Projections the converged edge Potentia
Slide 15: Well-Defined Cost Synergies
3 Well-Defined Cost Synergies Enhances Financial Profile for Continued Growth $52M+ Run Rate Cost Synergies Line item detail for all savings General and Administrative Cost of Goods Sold Jointly developed plan Consolidation corporate costs, Procurement and logistics with broad buy-in centralizatio
Slide 16: Leading global platform for fiber / fixed broadband everywhere
DRAFT Leading global platform to address expanding market demand for fiber / fixed broadband everywhere 13
Slide 17: Anticipated Transaction Timeline
Anticipated Transaction Timeline 1 File S-4 and proxy statement (US) On-File 2 File offer document (Germany) On-File ADTRAN shareholder vote and 3 Q4 2021 / Q1 2022 ADVA exchange offer acceptance period 4 Closing Q2 2022 / Q3 2022 Subject to Receipt of Required Regulatory Approvals and Other Customa
Slide 18: Safe Harbor / Disclaimers
Safe Harbor / Disclaimers Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally
Slide 19: Safe Harbor / Disclaimers
Safe Harbor / Disclaimers Non-GAAP Financial Measures In this presentation, in addition to GAAP financial results, ADTRAN and ADVA have provided non-GAAP financial measures including Adjusted EBITDA Margin, which is provided to enhance the user’s understanding of our past financial performance and o