European Event-Driven Analyst

Jesus Rodriguez Aguilar

Jesús is an Insight Provider (Event-driven) on the Smartkarma network, where he looks across sectors at opportunities arising from securities mispricing (both credit and equity), share classes, bid announcements, prospective bids, and special situations. He has served as Economic and Business Advisor at the Spanish Congress in Madrid. Prior to that, he has worked in the City of London: as a Credit Analyst at Bloomberg; Event-driven associate at former boutique European Research; and doubled as Special Situations and Equity-linked VP (convertible bonds) at Merrill Lynch. Jesús has an MBA from the London Business School, a BA (Hons.) degree in Economics from the Complutense University in Madrid, and a BA (Hons.) in Law from U.N.E.D., also in Madrid.

ADTRAN/​ADVA Optical Networking: Additional Acceptance Period

Event-Driven

ADVA Optical Networking SE / Event-Driven

<a href="https://www.smartkarma.com/entities/adtran-inc" target="_blank" data-smartkarma-citation="entities:14322:1" rel="noopener">Adtran Inc (ADTN US)</a> seeks to gain scale and strengthen its position in the fibre market, by acquiring vendor <a href="https://www.smartkarma.com/entities/adva-optical-networking-se" target="_blank" data-smartkarma-citation="entities:21579:1" rel="noopener">Adva Optical Networking Se (ADV GR)</a> in an all-stock deal. The transaction aims to create a global end-to-end fibre networking solutions leader that combines ADTRAN's global leadership in fibre access, fibre extension and subscriber connectivity solutions with ADVA's global leadership in metro Wavelength Division Multiplexing (WDM), data center interconnect, business Ethernet and network synchronization solutions.
ADTRAN and ADVA have complementary customers and product lines. Access and aggregation account for 61% of ADTRAN's turnover, while cloud interconnect/metro WDM accounts for 70% of ADVA’s turnover.
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There is a market opportunity created by the stimulus to roll out fibre networks and the displacement of eastern vendors. 
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ADTRAN offers 0.8244 ADTN US x 1 ADV GR. This is equivalent to €14.98 per ADVA share based on ADTRAN’s 3-month VWAP as of 27 August, thus representing a premium of 22% to the 3-month VWAP. For an equity value of €789 million, and an EV of €759 million, an implied multiple of 1.3x LTM Revenue. It also represents 1.4x EV/Fwd Revenue, 7.5x EV/Fwd EBITDA and 18.9x Fwd P/E (source: Capital IQ consensus).
ADTRAN has received irrevocable undertakings from Egora (13.7% stake and ADVA’s largest shareholder). The transaction is subject to customary closing conditions, including, ADTRAN shareholders’ approval and minimum acceptance condition of at least 70% of all outstanding ADVA shares.
My fair value estimate for ADVA is €17.79/share, DCF based (see calculations in the insight).
Median ADTRAN's TP on Capital IQ consensus is $27.5/share ( €23.23/share in euro).
As for the deal, this is a genuine merger rather than a lowball bid, with high probabilities to close, in my view. Gross spread is 4.6%. I recommend setting up the spread.

Adtran Inc (ADTN US) seeks to gain scale and strengthen its position in the fibre market, by acquiring vendor Adva Optical Networking Se (ADV GR) in an all-stock deal. The transaction aims to create a global end-to-end fibre networking solutions leader that combines ADTRAN's global leadership in fibre access, fibre extension and subscriber connectivity solutions with ADVA's global leadership in metro Wavelength Division Multiplexing (WDM), data center interconnect, business Ethernet and network synchronization solutions.
ADTRAN and ADVA have complementary customers and product lines. Access and aggregation account for 61% of ADTRAN's turnover, while cloud interconnect/metro WDM accounts for 70% of ADVA’s turnover.



There is a market opportunity created by the stimulus to roll out fibre networks and the displacement of eastern vendors. 



ADTRAN offers 0.8244 ADTN US x 1 ADV GR. This is equivalent to €14.98 per ADVA share based on ADTRAN’s 3-month VWAP as of 27 August, thus representing a premium of 22% to the 3-month VWAP. For an equity value of €789 million, and an EV of €759 million, an implied multiple of 1.3x LTM Revenue. It also represents 1.4x EV/Fwd Revenue, 7.5x EV/Fwd EBITDA and 18.9x Fwd P/E (source: Capital IQ consensus).
ADTRAN has received irrevocable undertakings from Egora (13.7% stake and ADVA’s largest shareholder). The transaction is subject to customary closing conditions, including, ADTRAN shareholders’ approval and minimum acceptance condition of at least 70% of all outstanding ADVA shares.
My fair value estimate for ADVA is €17.79/share, DCF based (see calculations in the insight).
Median ADTRAN's TP on Capital IQ consensus is $27.5/share ( €23.23/share in euro).
As for the deal, this is a genuine merger rather than a lowball bid, with high probabilities to close, in my view. Gross spread is 4.6%. I recommend setting up the spread.

ADTRAN/ADVA Optical Networking: Friendly Merger, Spread