Adtran Holdings, Inc. · NASDAQ:ADTN
Adtran — Merger or Acquisition (August 2021)
20 slides from Adtran's merger presentation, Aug 30, 2021
Slide 1: Transformative Combination Creating a New Global Leader
Transformative Combination Creating a New Global Leader August 30, 2021 Exhibit 99.2
Slide 2: Safe Harbor / Disclaimers: 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 3: Safe Harbor / Disclaimers: Non-GAAP Measures and Investor Information
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 non-GAAP Gross Profit, adjusted EBITDA, and Free Cash Flow. These non-GAAP financial measures are provided to enhance
Slide 4: Today's Presenters
Today’s Presenters Tom Stanton Chairman & CEO Mike Foliano CFO Brian Protiva CEO Uli Dopfer CFO
Slide 5: Transformative Combination of ADTRAN and ADVA Creates a Global Leader
Transformative Combination of ADTRAN and ADVA Creates a Global Leader Creating a leader in end-to-end fiber networking (from metro core to customer premises) A leading global provider of fiber access, fiber extension and cloud-managed subscriber connectivity solutions A leading global provider of me
Slide 6: ADTRAN & ADVA By the Numbers
ADTRAN & ADVA By the Numbers ____________________ Note: Please see appendix slides for Non-GAAP reconciliations. For the twelve months period ending on June 30, 2021. ADVA financials converted to USD from EUR at an exchange rate of 1.1929, the average exchange rate for the twelve months ending June
Slide 7: The Role of Fiber Networking
The Role of Fiber Networking Fiber networking – an essential foundation for the modern economy Homes and Businesses Cloud-managed Programmable Fiber Network Cloud Services SaaS-based Cloud Management: AI-Driven Insights, Orchestration and Optimization Programmable Network Insights Orchestration
Slide 8: The Global Fiber Opportunity
The Global Fiber Opportunity Fiber Networking Everywhere Fiber build-outs for both last mile and middle mile are accelerating Fueled by universal coverage of high-speed broadband connectivity and 5G Unprecedented Investment Cycle in Fiber Pronounced increase in public and private funding for fiber n
Slide 9: Compelling Transaction Rationale
Compelling Transaction Rationale Enhances scale and improves ability to compete against other fiber networking vendors Increases potential to address expanding market opportunity and enhance position in high growth segments Builds joint offerings in high growth markets Enhanced Market Positioning 1
Slide 10: Expanding Fiber Networking Market Opportunity
United States $45B targeting broadband connectivity in proposed infrastructure bill $11B in broadband funding for RDOF (2) Phase 2 $10B+ in state level funding proposed for broadband Significant expansion in addressable market with additional upside enabled by market growth factors Expanding Fiber N
Slide 11: Enhanced scale strengthens ability to capture opportunities
Enhanced scale strengthens ability to capture opportunities in an evolving landscape ____________________ Source: Company filings, Company estimates. Nokia inclusive of fixed networks and optical networks segments only. Converted to USD from EUR at an exchange rate of 1.1417, the average exchange ra
Slide 12: Leader in end-to-end fiber networking solutions
Leader in end-to-end fiber networking solutions Complete end-to-end fiber networking portfolio from metro edge to subscriber edge Market Leading Fiber Networking Portfolio 2 Complementary Technology Portfolio Metro WDM (100/400G) 10G Fiber Access Ethernet/WDM with network synchronization Business Et
Slide 13: Expanded Geographic and Capabilities Presence
Ê (1) ____________________ Note: Revenue mix for the twelve months period ended June 30, 2021. ADVA financials converted to USD from EUR at an exchange rate of 1.1929, the average exchange rate for the twelve months ending June 30, 2021. CSPs = Communications Service Providers. Large CSPs have more
Slide 14: Compelling Synergies and Pro Forma Financial Profile
$M, for the 12 months ended 6/30/2021 ____________________ Note: Dollars in millions. Figures are non-GAAP. ADVA financials converted to USD from EUR at an exchange rate of 1.1929, the average exchange rate for the twelve months ending June 30, 2021. Represents annual run-rate pre-tax synergies. Ple
Slide 15: Transaction Summary
Transaction Summary Transaction Structure All-stock exchange offer, with ADVA shareholders receiving 0.8244x of a share in a newly formed holding company for each ADVA share Equivalent to €14.98 per ADVA share based on ADTRAN’s 3-month VWAP as of August 27, 2021 Represents a premium of 22% to ADVA’s
Slide 16: Massive Secular Tailwinds Support Timing of Merger
Massive Secular Tailwinds Support Timing of Merger Digital Transformation Accelerated By Pandemic U.S. Federal Stimulus Legislation FCC’s Rural Digital Opportunity Fund (RDOF) Ongoing Shift By CSPs to Western Suppliers 5G Deployments Upgrade Cycle Driven By Remote Home Working Environments Ê ADTRAN
Slide 17: Slide 17
Slide 18: Anticipated Transaction Timeline
File S-4 and Proxy Statement (US) 1 File Offer Document and Listing Prospectus (Germany) 2 ADVA Exchange Offer Acceptance Period and ADTRAN Shareholder Vote 3 Closing 4 Imminently October Q4 2021 / Q1 2022 Q2 2022 / Q3 2022 Subject to Receipt of Required Regulatory Approvals and Other Customary Clos
Slide 19: ADTRAN Non-GAAP Reconciliation
Appendix ADTRAN Non-GAAP Reconciliation ____________________ Note: Dollars in millions. LTM for the twelve months period ending on June 30, 2021.
Slide 20: ADVA Non-GAAP Reconciliation
Appendix (Cont’d) ADVA Non-GAAP Reconciliation ____________________ Note: Dollars in millions. LTM for the twelve months period ending on June 30, 2021. ADVA financials converted to USD from EUR at an exchange rate of 1.1929, the average exchange rate for the twelve months ending June 30, 2021. Exhi