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DGAP-Ad-hoc: ADVA Optical Networking SE / Key word(s): Merger ADVA Optical Networking SE to enter into negotiations for a domination agreement or domination and profit and loss transfer agreement with Acorn HoldCo, Inc.
Munich, Germany, 6 July 2022. Today, Acorn HoldCo, Inc. (“Acorn HoldCo”) has informed ADVA Optical Networking SE (“ADVA”) about its intention to enter into negotiations regarding the conclusion of a domination agreement (“DA”) or a domination and profit and loss transfer agreement (“DPLTA”, either the DA or the DPLTA the “Agreement”) within the meaning of Sec. 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with Acorn HoldCo (or a subsidiary yet to be established) as the dominating entity and ADVA as the dominated entity. ADVA’s management board has decided to enter into negotiations for such an Agreement. The necessary preparatory measures include obtaining a valuation memorandum and proposing a contract auditor to be appointed by the court. The decision for or against the conclusion of an Agreement will be taken at a later date following a comprehensive review in consultation and coordination with Acorn HoldCo’s management. To be effective, an Agreement will require the approval of ADVA’s general meeting. In the event that approval is granted, Acorn HoldCo will have to make an offer to ADVA’s outside shareholders to acquire their shares against a settlement payment in cash and will have to grant compensation payments for the duration of the Agreement. The final terms of the settlement payment and the compensation payments under the Agreement will be determined by the companies in accordance with all legal requirements and on the basis of a company valuation.
Disclaimer Notifying person and contact for Investors: Steven Williams t: +49 89 890 66 59 18
Contact for press: Gareth Spence Tel.: +44 1904 69 93 58
06-Jul-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | ADVA Optical Networking SE |
| Märzenquelle 1-3 | |
| 98617 Meiningen-Dreissigacker | |
| Germany | |
| Phone: | +49 89 890 665 0 |
| Fax: | +49 89 890 665 199 |
| E-mail: | IRelation@advaoptical.com |
| Internet: | www.advaoptical.com |
| ISIN: | DE0005103006 |
| WKN: | 510300 |
| Indices: | SDAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 1392501 |
| End of Announcement | DGAP News Service |
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1392501 06-Jul-2022 CET/CEST
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