Egan-Jones and ISS Both Conclude that Aviat's Revised
Indication of Interest Significantly Undervalues Ceragon and is a
Low-Ball Offer
Ceragon Urges Shareholders to Vote "AGAINST" All
Proposals on the WHITE Proxy Card
ROSH
HA'AIN, Israel,
Aug. 19,
2022 /PRNewswire/ -- Ceragon Networks Ltd. (NASDAQ:
CRNT) (the "Company", "Ceragon", "we", "us", or "our"), issued the
following statement with reference to a report issued by Egan-Jones
Proxy Services ("Egan-Jones") in connection with the Extraordinary
General Meeting (EGM) scheduled to be held on August 23, 2022.
We are pleased that Egan-Jones believes that "voting AGAINST
this proposal is in the best interest of the Company and its
shareholders" and has joined Institutional Shareholder
Services Inc. ("ISS") in recommending that shareholders vote
AGAINST all of Aviat's nominees.
In reaching this conclusion, Egan-Jones cited the following
factors regarding Aviat's inadequate indication of
interest1:
- "We strongly believe that Aviat's revised indication of
interest still significantly undervalues [Ceragon]
and is a low ball offer, given that its implied multiples
are below precedent transaction and public company trading
multiples, and is well [below] research analyst price
target[s]"
- "….given the current market environment, we are also
doubtful [of] Aviat's ability to obtain committed financing
as it failed to provide evidence of securing such"
Moreover, Egan-Jones' report highlighted that Ceragon's Board is
far superior to Aviat's hand-picked nominees to protect the
interests of Ceragon's shareholders, saying:
- "Contrary to Aviat's nominees, we believe that Ceragon's
incumbent Board continues to possess the best in class
qualifications and expertise in the telecom industry, public
board experience, and M&A transactions for value creation"
Egan-Jones concludes that: "After evaluating the provisions and
tenets of [Aviat's] proposal, we determined that the proposed
resolution is NOT in the best interests of the Company and
its shareholders. We recommend a vote AGAINST this
Proposal."
Two out of the three proxy advisory firms raised significant
concerns regarding Aviat's low-ball, highly conditional indication
of interest and recommended that shareholders vote AGAINST
all of Aviat's nominees. With respect to Glass Lewis' report, we
respectfully disagree with their conclusions, which we believe did
not properly take into account (i) the low-ball value of Aviat's
indication as determined by multiple proxy advisors, research
analyst price targets, and many of our top shareholders, (ii) the
lack of financing certainty in Aviat's indication, (iii) our record
of engagement with Aviat, (iv) and the lack of telecom and
appropriate board experience among Aviat's hand-picked
nominees.
The Ceragon Board and leadership team are focused on doing what
is right for Ceragon, our shareholders and our customers. As we
have said, our Board has been open to exploring a potential
combination with Aviat that delivers full, fair, and certain value
to Ceragon shareholders. However, we will not enter into a sale
transaction at an inadequate price or with a high degree of
uncertainty. As ISS puts it, "It is in shareholders' best
interests to encourage a hostile acquirer to submit an offer that
is subject to as little conditionality as possible and is at
an initial value sufficient to "earn" a seat at the negotiating
table."
Ceragon urges shareholders to vote "AGAINST" all proposals on
the WHITE proxy card to prevent Aviat's attempt to take control of
the Ceragon Board.
Ceragon reminds shareholders that every vote is important.
Shareholders are urged to discard any GOLD proxy materials and only
to vote AGAINST all proposals using the WHITE proxy
card.
If you have any questions or require any assistance with voting
your shares, please contact the Company's proxy solicitor, Morrow
Sodali LLC at 800-662-5200 (toll-free in North America) or +1 203-658-9400 or email at
CRNT@info.morrowsodali.com.
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.
ADDITIONAL INFORMATION
Ceragon has filed a definitive proxy statement and WHITE proxy
card with the U.S. Securities and Exchange Commission (the "SEC")
in connection with its solicitation of proxies for the 2022
Extraordinary General Meeting of Ceragon Shareholders (the "2022
Extraordinary General Meeting"). CERAGON SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY
CARD AS THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain
the proxy statement, any amendments or supplements to the proxy
statement and other documents as and when filed by Ceragon with the
SEC without charge from the SEC's website at www.sec.gov.
Ceragon Investor & Media Contact:
Maya Lustig
Ceragon Networks
Tel. +972-54-677-8100
mayal@ceragon.com
1 Permission to Use Quotes Neither Sought Nor
Obtained. Emphasis added.
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SOURCE Ceragon Networks Ltd.