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Aviat Networks Sends Letter Urging Fellow Shareholders of Ceragon Networks to Vote on the GOLD Proxy Card Before Time Runs OutCeragon Shareholders Face a Crucial Decision: Support the Current Board's Entrenched Directors and Failed Strategy or Elect New Independent Directors to Help Create Value for All Shareholders AUSTIN, Texas, Aug. 16, 2022 /PRNewswire/ -- Aviat Networks, Inc. (NASDAQ: AVNW) ("Aviat"), the leading expert in wireless transport solutions,?today sent the following letter to shareholders of Ceragon Networks Ltd. (NASDAQ: CRNT) ("Ceragon" or the "Company") in connection with the Company's Extraordinary General Meeting ("EGM") of shareholders, which will take place on August 23, 2022. Dear fellow Ceragon shareholders, With Ceragon's Extraordinary General Meeting just days away, shareholders face a challenge and an opportunity. The challenge is a Board of Directors that continues to fail to deliver value to shareholders through its operations and flawed strategy AND by refusing to engage with Aviat to negotiate a value-creating transaction. Under the guidance of the current Ceragon Board, the Company has botched the rollout of its crucial new chip, faced recurring operational challenges, burnt through cash at an accelerating rate, and seen its stock price slide further and further (until propped up by our proposal). The opportunity is to change the makeup of the Ceragon Board by removing three entrenched and conflicted directors and electing five new directors, all independent and all focused solely on creating value for shareholders. To seize this opportunity, Ceragon shareholders need to act now by voting TODAY on the GOLD proxy card FOR the removal of ALL THREE Ceragon directors – Yael Langer, Ira Palti and David Ripstein – and FOR the election of ALL FIVE of Aviat's director nominees who will explore all compelling options to increase shareholder value, including Aviat's premium acquisition proposal. We have long believed in the strategic and financial logic of combining Aviat and Ceragon, as have industry analysts and many Ceragon investors. For this reason, we have attempted for more than a year to negotiate a mutually agreeable transaction with the Company's Board and management team. Instead of engaging with us to find the right path forward, the Board chose to take us on a slow walk to nowhere, delaying for month after month, and setting impossible and inappropriate conditions to even discuss a transaction. The Board's refusal to engage left Aviat with no choice but to make our proposal public, so you could see for yourself the value proposition:
Our preference would have been to take this proposal directly to shareholders in the form of a tender offer, so that you could make up your own mind about the future of your investment in Ceragon. Unfortunately, under Israeli law, to complete a tender offer, 95% of all shareholders must accept the tender offer and tender their shares. We knew that it would be impossible to fulfill this condition, given that Ceragon's Chairman, Zohar Zisapel, owns over 8% of Ceragon stock and is opposed to a combination with Aviat. However, Israeli law does give us, as the holder of more than 5% of Ceragon's shares, the right to call an EGM to remove and replace directors. In its August 8 report, independent proxy advisory firm Institutional Shareholder Services ("ISS") recognized that the Ceragon Board has sat passively rather than negotiate a deal or engage in detailed discussions. They agreed with our concern regarding directors like Ira Palti and Yael Langer, both closely linked to Mr. Zisapel, writing that "investors may question to what extent they would challenge the company's chairman/co-founder."1 Mr. Zisapel's share ownership prevents us from pursuing a tender offer, and his control of a majority of the Board through his network of outside relationships with certain Ceragon directors prevents the Board from making the right decisions. As a result, shareholders stand to lose this premium offer if ALL FIVE of the Aviat nominees are not elected. Furthermore, as ISS noted in its report, "lack of clear progress" on Ceragon's strategy could, "send the stock lower in the short term in the absence of a transaction." Ceragon recently provided new five-year projections to defend its failing strategy. Their aspirational guidance offers big numbers, but little path (operationally or financially) to achieving them. Shareholders can wait five years to see if these highly ambitious targets can be met – especially in light of an endless chain of operational and strategic setbacks and the Company's cash burn and challenged balance sheet– or they can pursue immediate and certain value today. As shareholders, you have a choice: stay the course with an entrenched Board locked into a failed strategy and watch further value be destroyed, OR vote for Board change by electing ALL FIVE of our highly-qualified nominees: Michelle R. Clayman, Pau Delson, Jonathan F. Foster, Dennis Sadlowski, and Craig Weinstock. Unlike the directors we seek to remove, these nominees are independent from Aviat, from Ceragon management, and perhaps most importantly, from Mr. Zisapel. Each is prepared to honor their fiduciary responsibility to maximize shareholder value and when elected, will evaluate and oversee fairly not just our proposal to acquire Ceragon but also any other path to creating value for all shareholders. The choice is yours, but time is running out. Your proxy ballots must be received in advance of the August 23 EGM. Every vote counts, no matter how few or how many shares you may own. If you have not yet voted, please do so by returning the GOLD proxy card TODAY. If you have voted and wish to change your vote, you can still submit your GOLD proxy card. If you have any questions about how to vote, please contact our proxy solicitor, Okapi Partners LLC, at [email protected], or by calling +1 (212) 297-0720 or toll free at +1 (844) 202-7428. For further information, please visit ValueforCeragon.com. Sincerely, Peter A. Smith About Aviat Networks, Inc. Forward-Looking Statements
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. Additional Information 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 Okapi Partners LLC Media Contact Abernathy MacGregor 1 Permission to use quotations from ISS was neither sought nor obtained.
View original content to download multimedia:https://www.prnewswire.com/news-releases/aviat-networks-sends-letter-urging-fellow-shareholders-of-ceragon-networks-to-vote-on-the-gold-proxy-card-before-time-runs-out-301606117.html SOURCE Aviat Networks, Inc. |