Calls for boardroom changes to address destruction of value
at Ceragon and refusal to consider Aviat's premium acquisition
proposal
Urges Ceragon shareholders to vote for directors who will
protect shareholder interests and consider value creation
opportunities
AUSTIN,
Texas, June 27, 2022 /PRNewswire/ -- Aviat
Networks, Inc. (NASDAQ: AVNW) ("Aviat"), the leading expert in
wireless transport solutions, today announced that it has requested
an extraordinary general meeting of Ceragon Networks Ltd. (NASDAQ:
CRNT) ("Ceragon") shareholders for the purposes of increasing the
size of the Ceragon Board of Directors to nine, removing three
current directors, and electing five highly qualified and
independent new directors to better represent the interests of all
Ceragon shareholders. As of June 24,
2022, Aviat holds more than 5% of Ceragon's outstanding
shares, making it Ceragon's third largest shareholder.
Aviat believes Ceragon's current Board has overseen destruction
of shareholder value and overlooked opportunities to create greater
value. In particular, the Ceragon Board has neglected its
responsibility to shareholders by refusing to engage constructively
with Aviat, which has sought for months to negotiate the terms of a
transaction that would deliver immediate and certain value greater
than the continued execution of Ceragon's standalone strategy. As
announced separately today, Aviat has submitted a highly attractive
nonbinding proposal to acquire all the outstanding shares of
Ceragon for $2.80 per share in cash.
Aviat is also open to offering a portion of the consideration in
Aviat stock should Ceragon wish to provide the opportunity for its
shareholders to share in the upside potential of the combined
company.
Aviat seeks to replace three Ceragon directors who lack
sufficient independence to make decisions in the best interests of
all Ceragon shareholders. Each of the three has close ties to the
company and to other companies founded, owned or formerly led by
Ceragon Chairman Zohar Zisapel.
- Ira Palti served as Ceragon CEO
from 2005 to 2021, during which time he oversaw the destruction of
shareholder value, delivering total shareholder return of -21%,
while Ceragon fell behind competitors in the development and
delivery of 4G chips;
- Yael Langer is General Counsel
at RAD Data Communications, founded by Zisapel and led by his
brother, Yehuda Zisapel, and has served on the Ceragon Board since
2000, during which time Ceragon's stock has fallen approximately
80%; and
- David Ripstein spent nine years
as CEO of RADCOM, another company founded by Zisapel and a part of
the RAD Group, of which Ceragon is also a member.
"Although we are disappointed that Ceragon's Board has rejected
our attempts to negotiate a transaction that would deliver
compelling value to shareholders, we are pleased to give Ceragon
shareholders the opportunity to vote for a Board that will consider
strategic opportunities to unlock value and, most importantly, be
accountable to shareholders," said Aviat President and CEO
Peter Smith. "We firmly believe
shareholders will recognize that Ceragon's leadership has
demonstrated an inability to execute an effective business plan
that drives growth and protects shareholders' investments. We urge
shareholders to support our highly qualified Board candidates to
drive much-needed change."
At the extraordinary general meeting, Ceragon shareholders will
have the opportunity to vote for Aviat's five nominees, all of whom
are seasoned leaders in their respective fields with extensive
experience leading and advising companies across sectors. Aviat
urges shareholders to take advantage of this opportunity to select
a meaningfully refreshed and qualified Board that can address the
company's dire financial underperformance, strategic deficiencies
and haphazard management, substandard governance, and reverse
Ceragon's continued value destruction.
Aviat's Nominees
- Michelle R. Clayman is
the Founder, Managing Partner and Chief Investment Officer of New
Amsterdam Partners LLC. She is a member of the Board of Trustees of
Stanford University, where she also
serves as Chair of the Advisory Council of the Michelle R. Clayman
Institute for Gender Research. Ms. Clayman has served as President
of the Society of Quantitative Analysts, as well as on the boards
of the Institute of Quantitative Research in Finance and US SIF,
the Forum for Sustainable and Responsible Investing. Ms. Clayman
holds an MA in Philosophy, Politics and Economics from Oxford University and an MBA from Stanford University.
- Paul Delson serves as
Vice President and General Counsel for the Troy Corporation, a
leading performance chemical manufacturing company. Previously,
Delson worked for First Solar, Inc., where he served as the Vice
President, Associate General Counsel and Chief Compliance Officer.
Prior to that, Delson was the Director, Legal Services at Applied
Materials, Inc., where he focused on international business
transactions, venture capital, corporate finance and M&A. Prior
to Delson's in-house work at Applied Materials, he worked for over
10 years in private practice. Delson earned a JD and an MBA
from UCLA, and a BA in Organizational
Behavior & Management from Brown
University.
- Jonathan F. Foster is the
founder and managing director of Current Capital Partners LLC. He
has served on 35 boards, ranging from Fortune 500 companies to
small, private and distressed companies. Prior to founding Current
Capital Partners, he was a Managing Director at Lazard, where he
worked on various industrial and services mergers and acquisitions,
restructurings and financing transactions, EVP, COO and CFO for
Toys R Us, and Managing Director and Co-Head of Diversified
Industrials at Wachovia Securities. Mr. Foster holds a BBA in
Accounting from Emory University and an
MSc in Accounting and Finance from The London
School of Economics.
- Dennis Sadlowski is an
accomplished Chief Executive Officer, Board Member, and C-suite
Advisor serving domestic and international businesses. He has led
public and private equity companies globally, in various industrial
manufacturing and services industries. Mr. Sadlowski served as the
CEO of Siemens Energy and Automation, a $4
billion, 12,000-employee operating company of Siemens AG. He
also served as the CEO of CECO Environmental, CEO of International
Battery, and COO (North America)
of LSG Sky Chefs. Mr. Sadlowski holds a BS in Chemical and
Nuclear Engineering from the University of
California, Berkeley and an MBA from Seattle University.
- Craig Weinstock serves as
Senior Vice President and General Counsel of National Oilwell Varco
(NOV). Before joining NOV, Mr. Weinstock was a partner at
Locke Lord Bissell & Liddell,
LLP and a clerk for U.S. District Court Judge Robert Parker. He has counseled Boards of
Directors, Audit Committees and management regarding securities,
governance, anti-corruption, trade compliance and other matters,
and has prosecuted and defended numerous cases involving complex
securities and derivative issues. Mr. Weinstock holds a BA from the
State University of New York at Albany
and a JD from Vanderbilt University Law
School.
Conference Call
As separately announced, Aviat will host a conference call for
investors and industry analysts to discuss its proposal at
7:00 p.m. ET on June 27, 2022.
To listen to the live conference call, please dial toll-free at
1-877-830-2597 or the international dial-in at +1-785-424-1877 and
use the conference ID: "ANICALL" or the call title "Investor Update
Call". We ask that you dial-in approximately 10 minutes prior to
the start time. Accompanying slides will be available on Aviat's
investor relations website at the following address:
https://investors.aviatnetworks.com/.
A replay of the call will be available on the Aviat investor
relations website, or by dialing 800-938-1598 (Toll Free) or
402-220-1545 (Toll).
About Aviat Networks,
Inc.
Aviat Networks, Inc. is the leading expert in wireless
transport solutions and works to provide dependable products,
services and support to its customers. With more than one million
systems sold into 170 countries worldwide, communications service
providers and private network operators including state/local
government, utility, federal government and defense organizations
trust Aviat with their critical applications. Coupled with a long
history of microwave innovations, Aviat provides a comprehensive
suite of localized professional and support services enabling
customers to drastically simplify both their networks and their
lives. For more than 70 years, the experts at Aviat have delivered
high-performance products, simplified operations, and the best
overall customer experience. Aviat Networks is
headquartered in Austin, Texas. For more information,
visit www.aviatnetworks.com or connect with Aviat
Networks on Twitter, Facebook and LinkedIn.
Forward-Looking
Statements
The information contained in this document includes
forward-looking statements within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995, including, without limitations, Aviat's beliefs and
expectations regarding the proposed transaction between Aviat and
Ceragon and the results of the requested extraordinary general
meeting of shareholders of Ceragon. All statements, trend analyses
and other information contained herein regarding the foregoing
beliefs and expectations and other statements identified by the use
of forward-looking terminology, including, without limitation,
"anticipate," "believe," "plan," "estimate," "expect," "goal,"
"will," "see," "continue," "could, " "may, " "might, " "potential,"
"seek," "should," "delivering," "view," and "intend," or the
negative of these terms or other similar expressions, constitute
forward-looking statements. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead,
forward-looking statements are based on estimates reflecting the
current beliefs, expectations and assumptions of the senior
management of Aviat regarding the future of its business, future
plans and strategies, projections, anticipated events and trends,
the economy and other future conditions. Such forward-looking
statements involve a number of risks and uncertainties that could
cause actual results to differ materially from those suggested by
the forward-looking statements. Forward-looking statements should
therefore be considered in light of various important factors,
including those set forth in this document. Risks and uncertainties
that could cause actual results to differ materially from estimates
or projections contained in the forward-looking statements are
discussed in our Annual Reports on Form 10-K and our other filings
with the Securities and Exchange Commission.
The forward-looking statements included in this release are made
as of the date hereof and, except as required by law, Aviat
undertakes no obligation to update, amend, or clarify any
forward-looking statement to reflect events, new information, or
circumstances occurring after the date of this release.
Additional Information
This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities,
nor will there be any sale of securities in any states or
jurisdictions in which such offer or sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933 or an
exemption therefrom.
In connection with any transaction between Aviat and Ceragon
that involves the issuance of Aviat shares to the Ceragon
shareholders, Aviat will file a registration statement with the
SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, ANY
AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. Investors will also be able to obtain copies of the
registration statement and other documents containing important
information about each of the companies once such documents are
filed with the SEC, without charge, at the SEC's web site at
www.sec.gov.
Investor Contacts
Aviat Networks
Andrew Fredrickson
+1-408-501-6214
andrew.fredrickson@aviatnet.com
Okapi Partners LLC
Bruce Goldfarb / Chuck Garske / Teresa
Huang
+1-212-297-0720
info@okapipartners.com
Media Contact
Abernathy MacGregor
Sydney Isaacs / Jeremy Jacobs
+1-212-371-5999
sri@abmac.com / jrj@abmac.com
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SOURCE Aviat Networks, Inc.