ADTRAN is positioning its acquisition of ADVA as building a complementary combination of assets that can better capitalize on what it sees as an unprecedented investment cycle in fiber. However, analysts argue that the new combined company would still be just a “niche player” in the market.

On Monday, ADTRAN wrote in an email to this author (and many others):

ADTRAN has entered into a business combination agreement with ADVA, a Germany-based global leader in business ethernet, metro WDM, Data Center Interconnect and network synchronization solutions, to combine our two companies.

We believe our combination will create many opportunities to better serve end-to-end fiber networking solutions spanning metro edge, aggregation, access and subscriber connectivity. Additionally, we anticipate that by utilizing our collective world-class R&D teams, we will be better positioned to accelerate innovation and offer differentiated solutions.

Going forward, it will be business as usual and all existing customer, partner and supplier relationships will remain intact. Until we receive all required regulatory approvals and close the transaction, ADVA and ADTRAN will continue to operate as separate companies. As we integrate the two companies, we will be focused on the best ways to offer our enhanced value proposition and partner with you.

Highlights of the Deal:

• Combination expands product offering and strengthens position as a global fiber networking innovation leader with combined revenue of $1.2B
• Highly complementary businesses create a global, scaled end-to-end provider to better serve customers with differentiated fiber networking solutions, spanning metro edge, aggregation, access and subscriber connectivity
• Creates a stronger and more-profitable company, poised to benefit from the unprecedented investment cycle in fiber, an expanded market opportunity and increased scale
• Meaningful value creation with over $50 million in annual run-rate cost synergies
• All-stock transaction with ADTRAN shareholders to own approximately 54% and ADVA shareholders to own approximately 46% of the combined company, assuming a tender of 100% of ADVA shares
• Combined company to be dual-listed on the NASDAQ and Frankfurt Stock Exchange

The two vendors produced a combined $1.2 billion in revenues last year. However, ADTRAN’s presentation in support of the deal showed that market heavyweights Nokia,  Ciena, and smaller player Infinera had much higher revenues over that same time period.

“It’s not going to reshape the optical networking industry,” John Lively, principal analyst at LightCounting, told SDxCentral about the deal. “ADTRAN and ADVA are going to improve their position in combination, [but] don’t really threaten the large players.”

Companies that are potentially threatened by this deal are smaller competitors such as Infinera ($1.4 billion in 2020 revenues) and Calix ($500 million in 2020 revenues), Lively noted.

“The challenges pressured by the global pandemic have clearly shown that fiber connectivity has become an essential foundation for the modern digital economy,” ADTRAN Chairman and CEO Thomas Stanton explained to investors about the deal. “This transformation will significantly increase the scale of the combined businesses, enhancing our ability to serve as a trusted supplier to our customers and worldwide.”

Stanton added that “our combination will make us one of the largest western suppliers for the markets we serve. Our greater size will increase cross-selling opportunities to existing customers, accelerating our combined growth, and allowing us to further penetrate our target markets.”

Although ADTRAN will remain a mid-tier player after the deal closes, LightCounting’s Lively and Dell’Oro Group VP Jimmy Yu both think in general, “it’s a good move.”

Yu noted that industry mergers can destroy value if too many products and workforces overlap. But in this case, ADTRAN and ADVA are from adjacent markets of fixed access and optical layer, and both sides will help each other grow the product line, so “it seems like a complementary combined company that’s going to come out of this,” he added.

Jimmy had this general comment on optical network trends:

“Disaggregated DWDM systems outperformed the broader market, demonstrating the growing adoption of this platform type.  Really what we see is that this type of platform architecture, where transponder units are independent of the line systems, is being more widely embraced beyond the Internet content providers. Also, it is no longer just for metro applications. Recently, the highest growth rates have been from long-haul applications,”

Lively noted that there is almost no overlap in the product line, and “for the networks, the two companies logically fit together [as] ADTRAN makes access to equipment and ADVA makes the gear that connects the access equipment to the core.”

“So if you are a smaller service provider, and you want to upgrade to 10 Gb/s internet service for your customers, you could potentially buy everything you need from the new ADTRAN, from the passive optical networking, all the way through to connect to the core,” he said.

Yu also mentioned that the deal will help increase the scale and diversity in products as ADTRAN will be able to offer access and a backhaul solution, especially in tier-two and tier-three markets where most service providers want to work with one solution company instead of multiple vendors.

“2022 should be positive for sales,” argued the analysts at WestPark Capital in a note to investors earlier this month, following the release of Adtran’s second quarter results.

The WestPark Capital analysts pointed out that ADTRAN stands to gain ground in part from government broadband funding, as well as moves by some American and European network operators away from China’s Huawei.

The Raymond James analysts concurred on the Huawei opportunity. “We believe that the Huawei backlash outside of China presents among the largest opportunities,” they wrote on Monday.

The combined company will maintain ADTRAN’s global headquarters in Huntsville, Alabama. It will maintain ADVA’s headquarters in Munich, Germany, as its European base. Currently, ADTRAN has a geographical revenue split of 74% in the Americas, 21% in Europe, the Middle East, and Africa, and 5% in Asia Pacific, while ADVA is split 62% in EMEA, 29% in the Americas, and 9% in Asia Pacific, according to Stanton.

The deal expands ADVA’s presence in North America and ADTRAN’s ability to reach the European market more effectively, Lively said.  One of the drivers for this combination is “we see our customers making significant capital investments to transition their supply chains to trusted vendors with our roots in the U.S. and Germany, our company will be viewed favorably by customers who increasingly specify Western vendors,” Stanton explained.

“It’s kind of a race to build out their digital infrastructure to make the country competitive,” which presents a real opportunity for the new ADTRAN and also its competitors, Lively added.