Acorn HoldCo, Inc. ("Acorn HoldCo") and ADVA Optical Networking SE ("ADVA") agreed to enter into negotiations regarding the conclusion of a domination agreement or a domination and profit and loss transfer agreement within the meaning of Sec. 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) between ADVA as the dominated entity and Acorn HoldCo (or a subsidiary yet to be established) as dominating entity.
On 12 November 2021, Acorn HoldCo published the offer document (the "Offer Document") for its voluntary public takeover offer to the shareholders of ADVA regarding the acquisition of all non-par value bearer shares in ADVA Optical Networking SE (ISIN DE0005103006) (the "ADVA Shares") for 0.8244 shares of common stock of Acorn HoldCo, Inc. in exchange for one (1) ADVA Share (the "Takeover Offer").
Acorn HoldCo has secured 65.43% of all ADVA Shares via the Takeover Offer. The additional acceptance period of the Takeover Offer has ended on 14 February 2022. The final offer condition has been satisfied on 6 July 2022. Against this background, Acorn HoldCo is certain that in its assumption that following the closing of the Takeover Offer, it will have the required voting power in the general meeting of ADVA to resolve upon the approval of a domination agreement or a domination and profit and loss transfer agreement which is intended to be implemented prior to 31 December 2022. The effectiveness of the DPLTA is intended to allow both companies to fully integrate and work towards achievement of operational synergy targets.