Ceragon shareholders overwhelmingly reject Aviat’s attempt to take control of the company by voting AGAINST ALL of Aviat’s proposals at the 2022 Extraordinary General Meeting
Less than 15% of outstanding shares backed Aviat director nominees
Excluding Aviat’s stake, less than 10% of outstanding shares supported Aviat’s director nominees
ROSH HA’AYIN, Israel, August 23, 2022 /PRNewswire/ — Ceragon Networks Ltd. (NASDAQ: CRNT) (the “Company”, “Ceragon”, “we”, “us” or “our”), a global innovator and leading provider of 5G wireless transport solutions, today announced that shareholders had massively rejected EVERYTHING proposals presented by Aviat Networks, Inc. (NASDAQ: AVNW) at the company’s 2022 Extraordinary General Meeting (“EGM”).
Ceragon released the following statement:
We appreciate the strong support our board has received from our shareholders. In preparation for the EGM, we had the opportunity to speak directly with many of our shareholders to discuss Aviat’s expression of interest as well as Ceragon’s strategy and performance. We are pleased that our shareholders have rejected Aviat’s attempts to take control of our board of directors. We believe Ceragon has significant business momentum and upside, and we look forward to putting this proxy fight behind us. As we have repeatedly stated, our Board of Directors 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 expressed on the Company’s white proxy card voted VERSUS EVERYTHING of Aviat’s proposals, and more than 90% voted against most of Aviat’s proposals. Although the gold proxy card has no legal basis, even the combined results of the white and gold proxy cards show that at least ~63% of the shares cast voted VERSUS EVERYTHING of Aviat’s proposals, and ~75% voted against most of Aviat’s proposals. We also note that Aviat’s director nominees have received the support of less than 15% of total shares outstanding and less than 10% of total shares outstanding excluding Aviat’s ownership, on both combined cards.
Today’s result confirms that Ceragon shareholders recognize that Aviat’s expression of interest significantly undervalues Ceragon and that Aviat’s attempts to gain control of Ceragon’s board of directors are not in the best interests of Ceragon’s shareholders.
Evercore is acting as financial advisor and Shibolet & Co. and Latham & Watkins LLP are acting as legal advisors to Ceragon.
About Ceragon Networks
Ceragon Networks Ltd. (NASDAQ:CRNT) is the global innovator and leading provider of 5G wireless transport solutions. We help carriers and other service providers around the world increase operational efficiency and improve end-customer quality of experience with innovative wireless backhaul and fronthaul solutions. Our customers include service providers, public safety organizations, government agencies and utility companies, who use our solutions to deliver 5G and 4G broadband wireless connectivity, mission critical media services, stabilized communications and other high reliability and speed applications.
Ceragon’s unique multi-core technology and disaggregated approach to wireless transport delivers highly reliable, fast-to-deploy, high-capacity wireless transport for 5G and 4G networks with minimal spectrum, energy, bandwidth usage. real estate and labor resources. It enables increased productivity, as well as quick and easy network modernization, positioning Ceragon as one of the leading solution providers for the 5G era. We provide a comprehensive portfolio of turnkey AI-powered managed and professional services that ensure efficient network deployment 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. United States and other countries. CERAGON ® is a trademark of Ceragon Networks Ltd., registered in various countries. Other names mentioned belong to their respective owners.
CAUTION 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. forward-looking statements are based on Ceragon’s management’s current beliefs, expectations and assumptions regarding the business, financial condition, results of operations, micro and macro market trends and other matters discussed or reflected therein. . Examples of forward-looking statements include, but are not limited to, statements regarding: demand projections, revenues, net profit, gross margin, capital expenditures and cash flow, competitive pressures, timing order management, supply chain and shipping, component availability, growth prospects, product development, financial resources, cost savings, and other financial and market matters. You can 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 form of these terms, or other comparable terminology, although not all forward-looking statements contain these identifying words.
Although we believe that the projections reflected in these forward-looking statements are based on reasonable assumptions, we cannot guarantee that our expectations will be achieved or that any deviation from them will not be material. These 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 current actions taken and future actions that may be taken by Aviat Networks Inc. or other shareholders or others; the continued impact of component shortages due to the global shortage of semiconductors, chipsets, components and other products, on our supply chain, manufacturing capacity and our ability to deliver our products on time, which has caused and may continue to cause delays in deliveries of our products and in the deployment of projects by our customers, the risks of penalties and cancellation of orders as a result, as well as the erosion of profits due to the increase constant prices, the payment of acceleration fees and the costs of pre-ordering inventory and accelerating the supply of such inventory, and the risk of becoming a dead animal if not consumed; the continued effect of the overall increase in shipping costs and reduced availability of shipping slots on us, our supply chain and our customers, which has resulted, and may continue to result, in price erosion, delivery delays and the risk of penalties and cancellation of orders due to delivery delays; the impact of the transition to 5G technologies on our revenues if this transition unfolds differently from what we expected; the risks related to the concentration of a significant part of our activities on the major mobile operators around the world from which we derive a significant part of our orders, this because of their relative effect on all orders coupled with a model of inconsistent order and volume of business directed to us creates significant volatility in our financial and operating results; the effect of competition from other vendors of wireless transport equipment and other communications 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, on us and the markets in which we operate, and on our business and transactions with our customers, suppliers, business partners and contractors; risks related to increased network or information technology security breaches as well as increased cyberattack activity, growing cybercrime threats and changes in privacy and data protection laws data, which could adversely affect our business; risks associated with any failure to meet our product development schedule, including delay in the commercialization of our new chipset; the imposition of additional sanctions and limitations on world trade in connection with Russia invasion of Ukrainethe effects of general economic conditions and trends in the global and local markets in which we operate and other risks, uncertainties and other factors that could affect our results, as discussed in more detail in Ceragon’s most recent Annual Report on Form 20- F and in Ceragon’s Other Filings with the Securities and Exchange Commission.
These forward-looking statements, including the risks, uncertainties and other factors that could affect our results, represent our opinions only as of the date on which they are made and should not be taken to represent our opinions as of any subsequent date. These forward-looking statements are not intended to be predictions of future events or results and there can be no assurance that they will prove to be accurate. Ceragon may choose to update these forward-looking statements at some time in the future, but the company expressly disclaims any obligation to do so, except as required by law.
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SOURCECeragon Networks Ltd.