ADTRAN®,
Inc., (NASDAQ:ADTN), a leading provider of next-generation
networking solutions, announced today that it plans to acquire, through
an asset sale and purchase agreement, the
Nokia Siemens Networks fixed line Broadband Access business (BBA),
and associated professional services and network management solutions.
The planned acquisition would include the Broadband Access intellectual
properties, technologies and the established customer base.
As part of this planned transaction, up to approximately 400 people,
including engineering, R&D, sales and professional services employees,
are expected to transfer to ADTRAN globally. The agreement also includes
provisions which would allow ADTRAN solutions to be incorporated by
Nokia Siemens Networks into its customer propositions, broadening
ADTRAN’s business opportunities.
The planned transaction is expected to close by the end of April 2012
subject to the completion of a consultation process with certain
employees and their representatives, finalization of transition services
agreements and customary closing conditions. After close of the planned
transaction ADTRAN expects the acquired business will be neutral to
diluted earnings per share for the first full year and accretive
thereafter.
"Nokia Siemens Networks’ long standing customer relationships, combined
with ADTRAN’s long term focus and financial strength, make this a very
favorable outcome for customers, employees and shareholders. With this
planned acquisition, ADTRAN will combine its success with the strength
of Nokia Siemens Networks’ Broadband Access business to deliver a full
portfolio of solutions to meet customer needs on a global scale,” said
ADTRAN CEO Tom Stanton. "Service providers around the world are seeing
high bandwidth services as an integral component of their future
opportunities. This strategic acquisition would position ADTRAN in key
markets with an established customer base; complementary market-focused
products; along with engineering, R&D, sales and professional services
resources that will enable ADTRAN to take a significant step forward as
one of the world’s leading communications solutions providers.”
"We believe that this planned divestment would provide our existing
fixed broadband access customers with a continuous high-quality service
from a company focused on their needs,” said Marc Rouanne, head of
Mobile Broadband at Nokia Siemens Networks. "The planned sale is in line
with our new strategy to increase our focus on the mobile broadband and
services market.”
ADTRAN announced that a conference call will be held December 12, 2011
at 9:30 a.m. Central Time to discuss the planned transaction. This
conference call will be web cast live through StreetEvents.com. To
listen, simply visit the Investor Relations site at http://www.adtran.com
or
http://streetevents.com
approximately 10 minutes prior to the start of the call and click on the
conference call link provided.
An online replay of the conference call will be available for seven days
at http://streetevents.com.
In addition, an online replay of the conference call, as well as the
text of this announcement, will be available on the Investor Relations
site at http://www.adtran.com
for at least 12 months following the call.
About Nokia Siemens Networks
Nokia Siemens Networks is a leading global enabler of telecommunications
services. With its focus on innovation and sustainability, the company
provides a complete portfolio of mobile, fixed and converged network
technology, as well as professional services including consultancy and
systems integration, deployment, maintenance and managed services. It is
one of the largest telecommunications hardware, software and
professional services companies in the world. Operating in 150
countries, its headquarters are in Espoo, Finland. www.nokiasiemensnetworks.com
Talk about Nokia Siemens Networks’ news at http://blogs.nokiasiemensnetworks.com
and find out if your country is exploiting the full potential of
connectivity at www.connectivityscorecard.org
About ADTRAN
ADTRAN, Inc. is a leading global provider of networking and
communications equipment, with a portfolio of more than 1,700 solutions.
ADTRAN's products enable voice, data, video, and Internet communications
across a variety of network infrastructures. ADTRAN solutions are
currently in use by service providers, private enterprises, government
organizations, and millions of individual users worldwide.
For more information, contact the company at 800 9ADTRAN (800 923-8726)
or via email at info@adtran.com. On
the Web, visit www.adtran.com.
Forward-looking statements
Certain statements in this release constitute forward-looking statements
within the meaning of applicable securities laws. Forward-looking
statements include, without limitation, statements as to the plans and
terms of the transaction between Nokia Siemens Networks and ADTRAN
(referred to below as the "transaction”); ADTRAN’s growth opportunities
as a result of the proposed transaction; the potential benefits of such
transaction to either Nokia Siemens Networks and ADTRAN (referred to
below as the "parties”) and expectations regarding the future business
relationship between the parties. Forward-looking statements are based
on certain assumptions, including the parties' beliefs regarding the
industry and markets in which the parties operate; successful completion
of the proposed transaction; expectations regarding potential synergies
and prospects for the business if the transaction is closed and
statements preceded by "believe,” "expect,” "anticipate,” "foresee,”
"target,” "estimate,” "designed,” "plans,” "will” or similar
expressions. The proposed transaction is subject to risks, including:
the risks that the parties will not proceed with the transaction for any
reason; that the ultimate terms of the transaction will differ from
those that are currently contemplated; that if the transaction is
completed, that expected synergies will not materialize, that unexpected
costs will be incurred to integrate the business, or that end-customer
demand will not meet expectations. In particular, the completion of the
proposed transaction is subject to a number of terms and conditions,
including, without limitation regulatory approvals and no occurrence of
a material adverse effect. These approvals may not be obtained and/or
the other conditions to the transaction may not be satisfied, in which
case the proposed transaction could be modified, restructured or
terminated. Other risks relating to Nokia Corporation including Nokia
Siemens Networks are specified on pages 12-39 of Nokia’s annual report
Form 20-F for the year ended December 31, 2010 under item 3D "Risk
Factors”. Other risks relating to ADTRAN’s business and industry, and
risks associated with acquisitions generally, can be found in the public
documents filed by ADTRAN with U.S. securities regulatory authorities.
Readers are cautioned not to place undue reliance on forward-looking
statements. The risks referred to above, as well as others, could cause
actual results and events to vary materially. The parties assume no
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as
expressly required by law.
