Ceragon’s Board and management team have refused to negotiate
Over the past year, Aviat has sought on numerous occasions to engage with Ceragon and negotiate terms for a transaction that would deliver meaningful near- and long-term value for shareholders of both companies. Unfortunately, these efforts have been met only with delay and rejection by a Board and management team that has overseen destruction of shareholder value and overlooked opportunities to create greater value.
As the third largest shareholder of Ceragon, Aviat has requested an extraordinary general meeting (EGM) of shareholders, for the purposes of increasing the size of the Ceragon Board of Directors to nine, removing three current directors, and electing five highly qualified and independent new directors to better represent the interests of all Ceragon shareholders. The EGM will take place on August 23, 2022.
Here's our proposal to shareholders
On August 2, 2022, Aviat submitted to Ceragon’s Board of Directors a revised nonbinding proposal to acquire all the outstanding shares of Ceragon it does not yet own for $3.08 per share in cash and stock. Under the terms of the revised proposal, Ceragon shareholders would receive $2.80 per share in cash and $0.28 in equity consideration of Aviat stock. The Revised Proposal provides even greater value than Aviat’s June 27, 2022 proposal and is structured to balance immediate and long-term value for Ceragon shareholders, and to address the requests Ceragon shareholders have made for an opportunity to benefit from the significant upside of the combined company. This proposal represents a substantial premium of 47% to the closing price of Ceragon shares on June 27, 2022 of $2.09 (the last close price prior to Aviat’s first public offer) and a 64% premium to Ceragon’s 60-day volume-weighted average share price of $1.88.
Latest news & information
1
Our open letter to Ceragon shareholders
As the third largest shareholder of Ceragon, we are concerned about the Company’s continued poor performance and prospects, and based on the calls we have received since publicly announcing our proposal to acquire Ceragon on June 27th (U.S.) / June 28th (Israel), we believe that many of you may share our concerns.
2
Change at Ceragon is much needed and long overdue
We have proposed to increase the size of
the Ceragon Board to nine, remove three current directors, and elect five highly qualified,
independent directors who will be better able to represent the interests of all Ceragon
shareholders and seriously consider all opportunities to create value.