Adtran Holdings, Inc. · NASDAQ:ADTN
Adtran — Merger or Acquisition (November 2021)
16 slides from Adtran's merger presentation, Nov 2, 2021
Slide 1: Creating a Global Leader in the Converged Edge
Creating a Global Leader in the Converged Edge November 2021
Slide 2: 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 provider of enterprise fiber access, fiber backhaul and data center interconnect solutions Transformative Combination of ADTRAN and ADVA Creates a Global Leader in the Converg
Slide 3: Strong Growth in Converged Edge from Unprecedented Changes in Communications and Connectivity
Strong Growth in Converged Edge from Unprecedented Changes in Communications and Connectivity Digital Transformation Across All Industries Requires Broadband Everywhere Continued Adoption of Cloud Architectures The pandemic and WFH significantly accelerated and expanded market trends Ongoing Shift b
Slide 4: Significant and Parallel Investments and Revenue Opportunities Across Both the U.S. and Europe
Significant and Parallel Investments and Revenue Opportunities Across Both the U.S. and Europe United States Europe $45B+ Targeting broadband connectivity in proposed infrastructure bill(1) in 4 years following grant receipt $20B+ Broadband funding for RDOF(2) Phase 1 and 2(1) over the next 6 years
Slide 5: ADTRAN + ADVA Position in Growing TAM is Enhanced
ADTRAN + ADVA Position in Growing TAM is Enhanced from Increased Customer Reach & Improved Win-Rate ____________________ Note: NA = North America, EMEA = Europe, Middle East and Africa, RoW = Rest of World. Source: Omdia: a) Broadband Access Equipment Q1 2021 market report, b) Optical Networks Forec
Slide 6: What is the Converged Edge?
What is 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 The Converged Edge (10G PON Fiber Access) Enterprise Fiber Backhaul (100G / 400G) (Carrier Etherne
Slide 7: ADTRAN + ADVA Meets the Needs of the Converged Edge
Fiber backhaul and data center interconnect Enterprise fiber access and connectivity Network synchronization solutions Fiber access and aggregation Residential and enterprise connectivity Cloud-based network optimization and customer experience applications ADTRAN + ADVA Meets the Needs of the Conve
Slide 8: 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 Customer Focus Tier 1, 2, 3 CSPs Enterprises Tier 1, 2 CSPs Tier 1 CSPs ICPs Tier 1 CSPs ICPs Tier 2, 3 CSPs Tier 2, 3 CSPs Customer Premise (Residential / SMB) P P X X P X Customer Premise (Ent. / Who
Slide 9: ADTRAN + ADVA is Strongly Positioned to Capitalize on Momentum in the Converged Edge
Significant Cross-Sell Opportunities Increased Scale to Accelerate R&D Innovation ADTRAN + ADVA is Strongly Positioned to Capitalize on Momentum in the Converged Edge Complementary geographic focus with ADVA’s strong EMEA presence and ADTRAN’s strong US presence Gaining strategic vendor status with
Slide 10: Significant Cross-Sell Opportunities from Complementary Geographic and Customer Profiles
____________________ Note: Revenue mix for the twelve months period ended September 30, 2021. ADVA financials converted to USD from EUR at an exchange rate of 1.1954, the average exchange rate for the twelve months ending September 30, 2021. Approximately 5% – 10% of combined revenues. Americas APAC
Slide 11: 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 Ê ~$1.2B+ Revenue Increased scale and overall competitiveness ~$240M+ R&D R&D powerhouse to best address all needs of the converged edge ____________________ Note: Dollars in mill
Slide 12: Well-Defined Cost Synergies Enhances Financial Profile for Continued Growth
Line item detail for all savings Jointly developed plan with broad buy-in across ADTRAN and ADVA Integration leads appointed for both companies with day one plan to ensure smooth roll-out $52M+ Run Rate Cost Synergies Research and Development Increased scale and efficiency of R&D with complementary
Slide 13: Leading global platform to address expanding market demand for fiber / fixed broadband
DRAFT Ê Leading global platform to address expanding market demand for fiber / fixed broadband everywhere
Slide 14: Anticipated Transaction Timeline
Anticipated Transaction Timeline File S-4 and proxy statement (US) 1 File offer document (Germany) 2 ADTRAN shareholder vote and ADVA exchange offer acceptance period 3 Closing 4 On-File On-File Q4 2021 / Q1 2022 Q2 2022 / Q3 2022 Subject to Receipt of Required Regulatory Approvals and Other Customa
Slide 15: Safe Harbor / Disclaimers: Cautionary Statement Regarding Forward-Looking Statements
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 16: Safe Harbor / Disclaimers: Non-GAAP Financial Measures
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