Aviat Networks Urges Ceragon Networks Shareholders to Vote for Highly-Qualified Director Nominees
Details the superior qualifications of Michelle R. Clayman, Paul Delson, Jonathan F. Foster, Dennis Sadlowski, and Craig Weinstock
Election of these five nominees will restore independence to Ceragon's current entrenched and insular Board
AUSTIN, Texas, July 28, 2022 /PRNewswire/ -- Aviat Networks, Inc. (NASDAQ: AVNW) ("Aviat"), the leading expert in wireless transport solutions,?today sent a letter to shareholders of Ceragon Networks Ltd. (NASDAQ: CRNT) ("Ceragon" or "the Company") in connection with its upcoming Extraordinary Meeting of Shareholders ("the Meeting" or "EGM"), which is scheduled to be held on August 23, 2022, encouraging all shareholders to vote the GOLD proxy card FOR Aviat's five director nominees.
Dear fellow Ceragon shareholders:
We've written to you several times before regarding our proposal to acquire Ceragon at a substantial premium, delivering immediate and certain value to you, and about our decision to call for an extraordinary shareholder meeting to enhance the Ceragon Board. Today, we are writing to draw your attention to the five highly-qualified nominees who have agreed to serve on your Board and the leadership expertise they bring to the table that will help them serve the interests of Ceragon's shareholders better than your current Board.
Most importantly, all five of our nominees are thoroughly independent – both from Aviat itself and from Ceragon's management and its Chairman Zohar Zisapel – and able to provide a fresh, unbiased perspective at a critical junction for Ceragon. They are ready, willing and able both to evaluate fairly our proposal to acquire the Company and to oversee any other path to value creation. From the chart below, you can see at a glance how our five nominees stack up against the three current directors we seek to remove from the Board.
AVIAT'S FIVE NOMINEES EACH BRING RELEVANT EXPERTISE AND AN INDEPENDENT PERSPECTIVE
By sharp contrast with these five independent director nominees, the board members we seek to replace – Ira Palti/span>, Yael Langer and David Ripstein – are all tied too closely either to Ceragon's Chairman Zohar Zisapel or to Ceragon's failed strategy.
These three individuals are emblematic of the issues plaguing Ceragon: they lack independence, are deeply entrenched, and are part of a series of interlocking directorships and personal relationships to Mr. Zisapel and his various businesses. They have presided over the destruction of considerable shareholder value, and when presented with an opportunity to reverse this trend, by engaging with Aviat towards a mutually beneficial transaction, they have instead delayed, dug in their heels, and stood by the only Ceragon shareholder who seems to matter to them, Zohar Zisapel, instead of you.
Ceragon shareholders have a unique opportunity to make their voices heard and to vote for a board who will stand up for the interests of ALL shareholders. Please complete and return Aviat's GOLD proxy card, voting FOR our proposals to expand the Board and elect ALL FIVE of Aviat's nominees to ensure the Company has the right board to evaluate our proposal and oversee value creation at Ceragon.
Peter A. Smith
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.
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. Such statements include, without limitations, statements regarding the proposed transaction between Aviat and Ceragon, the results of the requested extraordinary general meeting of shareholders of Ceragon, Ceragon's actions in connection therewith, and any potential related litigation. All statements, trend analyses and other information contained herein regarding the foregoing beliefs and expectations, as well as about the markets for the services and products of Aviat and trends in revenue, and other statements identified by the use of forward-looking terminology, including, without limitation, "anticipate," "believe," "plan," "estimate," "expect," "goal," "will," "see," "continue," "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. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include the following:
For more information regarding the risks and uncertainties for Aviat's business, see "Risk Factors" in Aviat's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on August 25, 2021 as well as other reports filed by Aviat with the SEC from time to time. Aviat does not undertake any obligation to update publicly any forward-looking statement, whether written or oral, for any reason, except as required by law, even as new information becomes available or other events occur in the future.
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.
Okapi Partners LLC
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SOURCE Aviat Networks, Inc.
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