We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of ADTRAN,Inc. (“ADTRAN” or the “Company”) (NASDAQ: ADTN) in connection with the proposed stock-for-stock merger of the Company with ADVA (“ADVA”) (FSE: ADV). ADTRAN and ADVA will combine under a new holding company (which will be renamed ADTRAN Holdings, Inc. following the closing) pursuant to an all-stock exchange offer for 100% of ADVA’s outstanding shares. Under the terms of the merger agreement, each ADVA share will be exchanged for 0.8244 shares of common stock in the new holding company. ADTRAN shares will be exchanged for shares in the new holding company on a one-for-one basis. At the closing, ADTRAN shareholders will own approximately 54% of the equity of the combined company and ADVA shareholders will own approximately 46%, assuming a tender of 100% of ADVA shares.
WeissLaw LLP is investigating whether ADTRAN’s board acted in the best interest of ADTRAN’s public shareholders in agreeing to the proposed transaction, whether the board was fully informed as to the valuation of ADVA, and whether all information regarding the process undertaken by the board and the valuation of the transaction will be fully and fairly disclosed to ADTRAN’s public shareholders.