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
- Michelle R. Clayman
brings pivotal financial and business experience as a highly
respected investment professional, academic and gender equality
activist. Ms. Clayman founded one of the first women-owned and led
asset management firms, New Amsterdam Partners, which has won
awards for its performance. Ms. Clayman has been lauded for her
business acumen, including being the first woman to win the
Stanford Graduate School of Business Excellence in Leadership award
in 2008 and being recognized by the National Council for Research
on Women in 2010. Ms. Clayman received her MBA from Stanford University and graduated with a Bachelors
degree in Philosophy, Politics and Economics from Oxford University in England.
- Paul Delson currently
serves as General Counsel for the Troy Corporation and brings
unmatched legal knowledge in commercial challenges and transactions
directly applicable to Ceragon's market position. His experience in
global legal affairs at Applied Materials, Inc. and First Solar,
Inc. (as well as his tenure as Chief Compliance Officer at First
Solar, Inc.) will be invaluable for Ceragon's Board whether it
determines to pursue a transaction with Aviat or seeks to improve
its path to profitability, innovation and growth through a
different strategy. Delson earned both a Juris Doctor degree and a
Masters of Business Administration from UCLA, and a Bachelors degree in Organizational
Behavior & Management from Brown
University.
- Jonathan F. Foster brings
extensive investment banking, corporate board and transactional
experience, having served as founder and a managing director of
Current Capital Partners LLC for almost 15 years and, before that,
among other positions he spent more than a decade in mergers and
acquisitions advisory at Lazard where he was ultimately a Managing
Director. He has served on the boards of over 35 public companies
and private companies and a member of the audit committee for 15 of
them. He is acknowledged as an expert on mergers and acquisitions,
finance and governance issues. His experiences would benefit
Ceragon in evaluating the proposed transaction. Mr. Foster
graduated with a Masters in Accounting and Finance from the
London School of Economics and with a
Bachelors in Accounting from Emory
University; he has completed executive education at
Harvard Business School and the
University of California, Berkeley
School of Law.
- Dennis Sadlowski is an
accomplished executive and board member with a history of achieving
exceptional financial results for companies. He has led companies
through both strong organic growth and strategic acquisitions,
including extensive experience delivering top and bottom-line
growth by aligning and focusing teams, executing with operational
rigor, and leading strategic acquisitions. Mr. Sadlowski has served
on the boards of both public and private companies as well as
serving in several C-suite roles, including CEO and COO, providing
him with invaluable experience for corporate day-to-day operations,
strategic approach, innovation and overcoming macroeconomic
hurdles. He has wide global experience having worked in countries
on all continents. Notably, he served as the CEO of Siemens Energy
and Automation, a $4B, 12,000 person
operating company of Siemens AG; during his tenure, the company
achieved record sales, profitability, and free cash flow. Mr.
Sadlowski holds a Masters of Business Administration from
Seattle University as well as a
Bachelors of Science in Chemical and Nuclear Engineering from UC
Berkeley.
- Craig Weinstock is a
seasoned legal professional who currently serves as Senior Vice
President and General Counsel at National Oilwell Varco, and brings
a wealth of experience in corporate governance. He's served as an
advisor to the company's management team and has been pivotal to
the company's successful efforts in value creation at the company,
and has been a notable expert in compliance and representing boards
of directors, audit committees, individual directors, and corporate
officers. Mr. Weinstock has a strong track record of excellent
compliance and governance practices partnered with profitability
and growth. He holds a JD from Vanderbilt
University's School of Law and Bachelors in History from the
State University of New York,
Albany.
By sharp contrast with these five independent director nominees,
the board members we seek to replace – Ira
Palti, Yael Langer and
David Ripstein – are all tied too
closely either to Ceragon's Chairman Zohar Zisapel or to Ceragon's
failed strategy.
- During his tenure as CEO, Mr. Palti delivered shareholder
returns of -21% and fostered a culture of underperformance, and as
a Board member stands in the way of any efforts by current CEO
Doron Arazi to change the Company's
course.
- Ms. Langer has been on Ceragon's board since 2000, during which
time the Company has seen its share price fall over 80%. She serves
as General Counsel at RAD Data Communications and "several other
companies in the RAD-BYNET group" which are controlled by Mr.
Zisapel and his brother, and has no disclosed ownership of Ceragon
stock.
- Similarly, Mr. Ripstein has disclosed no ownership of Ceragon
stock, and is closely connected to Mr. Zisapel as the former CEO of
RADCOM Ltd., another of Mr. Zisapel's companies.
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.
Sincerely,
Peter A. Smith
Aviat Networks
President and Chief Executive Officer
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. 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:
- the impact of COVID-19 on our business, operations and cash
flows;
- continued price and margin erosion as a result of increased
competition in the microwave transmission industry;
- our ability to realize the anticipated benefits of any proposed
or recent acquisitions, including our proposed transaction with
Ceragon, within the anticipated timeframe or at all, including the
risk that proposed or recent acquisitions will not be integrated
successfully;
- the results of the extraordinary general meeting of Ceragon's
shareholders;
- the impact of the volume, timing, and customer, product, and
geographic mix of our product orders;
- the timing of our receipt of payment for products or services
from our customers;
- our ability to meet projected new product development dates or
anticipated cost reductions of new products;
- our suppliers' inability to perform and deliver on time as a
result of their financial condition, component shortages, the
effects of COVID-19 or other supply chain constraints;
- the effects of inflation and the timing and extent of changes
in the prices and overall demand for and availability of our
inputs;
- customer acceptance of new products;
- the ability of our subcontractors to timely perform;
- weakness in the global economy affecting customer spending;
- retention of our key personnel;
- our ability to manage and maintain key customer
relationships;
- uncertain economic conditions in the telecommunications sector
combined with operator and supplier consolidation;
- our failure to protect our Intellectual property rights or
defend against Intellectual property infringement claims by
others;
- the results of our restructuring efforts;
- the ability to preserve and use our net operating loss
carryforwards;
- the effects of currency and interest rate risks;
- the effects of current and future government regulations,
including the effects of current restrictions on various commercial
and economic activities in response to the COVID-19 pandemic;
- general economic conditions, including uncertainty regarding
the timing, pace and extent of an economic recovery in the United States and other countries where we
conduct business;
- the conduct of unethical business practices in developing
countries;
- the impact of political turmoil in countries where we have
significant business;
- the impact of tariffs, the adoption of trade restrictions
affecting our products or suppliers, a United States withdrawal from or significant
renegotiation of trade agreements, the occurrence of trade wars,
the closing of border crossings, and other changes in trade
regulations or relationships; and
- Aviat's ability to implement our stock repurchase program or
the extent to which it enhances long-term stockholder value.
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
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
Jeremy Jacobs / Emma Prenn-Vasilakis
+1-212-371-5999
jrj@abmac.com / epv@abmac.com
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SOURCE Aviat Networks, Inc.