Less than 15% of Shares Outstanding Supported
Aviat's Director Nominees
Excluding Aviat's Stake, Less Than 10% of
Shares Outstanding Supported Aviat's Director Nominees
ROSH
HA'AYIN, Israel, Aug. 23,
2022 /PRNewswire/ -- Ceragon Networks Ltd. (NASDAQ:
CRNT) (the "Company", "Ceragon", "we", "us", or "our"), a global
innovator and leading solutions provider of 5G wireless transport,
today announced that shareholders have overwhelmingly rejected
ALL proposals set forth by Aviat Networks, Inc. (NASDAQ:
AVNW) at the Company's 2022 Extraordinary General Meeting
("EGM").
Ceragon issued the following statement:
We appreciate the significant support that our
Board received from our shareholders. While preparing for the EGM,
we have had the opportunity to speak directly with many of our
shareholders to discuss Aviat's indication of interest as well as
Ceragon's strategy and performance. We are pleased that our
shareholders rejected Aviat's attempts to take control of our
Board. We believe Ceragon has significant business momentum and
upside, and we look forward to putting this proxy contest behind
us. As we indicated many times, our Board is focused on maximizing
value for all shareholders and remains open to any potential
transaction that delivers full, fair and certain value to Ceragon
shareholders including a combination with Aviat.
At the EGM, at least ~80% of the shares cast on
the Company's white proxy card voted AGAINST ALL of
Aviat's proposals, and more than 90% voted against most of Aviat's
proposals. While the gold proxy card has no legal basis, even
combined results, of both the white and gold proxy cards, show that
at least ~63% of the shares cast voted AGAINST ALL of
Aviat's proposals, and ~75% voted against most of Aviat's
proposals. We would also note that Aviat's director nominees
received support from less than 15% of total shares outstanding,
and less than 10% of total shares outstanding excluding Aviat's
stake, on both cards combined.
Today's outcome reinforces that Ceragon
shareholders recognize that Aviat's indication of interest
significantly undervalues Ceragon and that Aviat's attempts to take
control of the Ceragon Board are not in the best interest of
Ceragon shareholders.
Evercore is serving as financial advisor and Shibolet &
Co. and Latham & Watkins LLP are serving as legal advisors
to Ceragon.
About Ceragon Networks
Ceragon Networks Ltd. (NASDAQ: CRNT) is the global innovator and
leading solutions provider of 5G wireless transport. We help
operators and other service providers worldwide increase
operational efficiency and enhance end customers' quality of
experience with innovative wireless backhaul and fronthaul
solutions. Our customers include service providers, public safety
organizations, government agencies and utility companies, which use
our solutions to deliver 5G & 4G broadband wireless
connectivity, mission-critical multimedia services, stabilized
communications, and other applications at high reliability and
speed.
Ceragon's unique multicore technology and disaggregated approach
to wireless transport provides highly reliable, fast to deploy,
high-capacity wireless transport for 5G and 4G networks with
minimal use of spectrum, power, real estate, and labor resources.
It enables increased productivity, as well as simple and quick
network modernization, positioning Ceragon as a leading solutions
provider for the 5G era. We deliver a complete portfolio of turnkey
end-to-end AI-based managed and professional services that ensure
efficient network rollout and optimization to achieve the highest
value for our customers. Our solutions are deployed by more than
400 service providers, as well as more than 800 private network
owners, in more than 150 countries. For more information please
visit: www.ceragon.com
Ceragon Networks® and FibeAir® are registered trademarks of
Ceragon Networks Ltd. in the United
States and other countries. CERAGON ® is a trademark of
Ceragon Networks Ltd., registered in various countries. Other names
mentioned are owned by their respective holders.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains statements that constitute
"forward-looking statements" within the meaning of the Securities
Act of 1933, as amended and the Securities Exchange Act of 1934, as
amended, and the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are
based on the current beliefs, expectations and assumptions of
Ceragon's management about Ceragon's business, financial condition,
results of operations, micro and macro market trends and other
issues addressed or reflected therein. Examples of forward-looking
statements include, but are not limited to, statements regarding:
projections of demand, revenues, net income, gross margin, capital
expenditures and liquidity, competitive pressures, order timing,
supply chain and shipping, components availability, growth
prospects, product development, financial resources, cost savings
and other financial and market matters. You may identify these and
other forward-looking statements by the use of words such as "may",
"plans", "anticipates", "believes", "estimates", "targets",
"expects", "intends", "potential" or the negative of such terms, or
other comparable terminology, although not all forward-looking
statements contain these identifying words.
Although we believe that the projections reflected in such
forward-looking statements are based upon reasonable assumptions,
we can give no assurance that our expectations will be obtained or
that any deviations therefrom will not be material. Such
forward-looking statements involve known and unknown risks and
uncertainties that may cause Ceragon's future results or
performance to differ materially from those anticipated, expressed
or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, any ongoing actions
taken and future actions that may be taken by Aviat Networks Inc.
or other stockholders or others; the continuing impact of the
components shortage due to the global shortage in semiconductors,
chipsets, components and other commodities, on our supply chain,
manufacturing capacity and ability to timely deliver our products,
which have caused, and could continue to cause delays in deliveries
of our products and in the deployment of projects by our customers,
risk of penalties and orders cancellation created thereby, as well
as profit erosion due to constant price increase, payment of
expedite fees and costs of inventory pre-ordering and procurement
acceleration of such inventory, and the risk of becoming a
deadstock if not consumed; the continued effect of the global
increase in shipping costs and decrease in shipping slots
availability on us, our supply chain and customers, which have
resulted, and may continue to result in, price erosion, late
deliveries and the risk of penalties and orders cancellation due to
late deliveries; the impact of the transition to 5G technologies on
our revenues if such transition is developed differently than we
anticipated; the risks relating to the concentration of a major
portion of our business on large mobile operators around the world
from which we derive a significant portion of our ordering, that
due to their relative effect on the overall ordering coupled with
inconsistent ordering pattern and volume of business directed to
us, creates high volatility with respect to our financial results
and results of operations; the effect of the competition from other
wireless transport equipment providers and from other communication
solutions that compete with our high-capacity point-to-point
wireless products; the continued effect of the COVID-19 pandemic on
the global economy and markets and on us and on the markets in
which we operate and our and our customers, providers, business
partners and contractors business and operations; the risks
relating to increased breaches of network or information technology
security along with increase in cyber-attack activities, growing
cyber-crime threats, and changes in privacy and data protection
laws, that could have an adverse effect on our business; risks
associated with any failure to meet our product development
timetable, including delay in the commercialization of our new
chipset; imposition of additional sanctions and global trade
limitations in connection with Russia's invasion to Ukraine, the effects of general economic
conditions and trends on the global and local markets in which we
operate and such other risks, uncertainties and other factors that
could affect our results, as further detailed in Ceragon's most
recent Annual Report on Form 20-F and in Ceragon's other filings
with the Securities and Exchange Commission.
Such forward-looking statements, including the risks,
uncertainties and other factors that could affect our results,
represent our views only as of the date they are made and should
not be relied upon as representing our views as of any subsequent
date. Such forward-looking statements do not purport to be
predictions of future events or results and there can be no
assurance that it will prove to be accurate. Ceragon may elect to
update these forward-looking statements at some point in the future
but the company specifically disclaims any obligation to do so
except as may be required by law.
Ceragon's public filings are available on the Securities and
Exchange Commission's website at www.sec.gov and may also be
obtained from Ceragon's website at www.ceragon.com.
Ceragon Investor & Media Contact:
Maya Lustig
Ceragon Networks
Tel. +972-54-677-8100
mayal@ceragon.com
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SOURCE Ceragon Networks Ltd.