Ceragon Networks Ltd. sent a letter to the Board of Directors of Aviat Networks, Inc. in response to Aviat’s recent misleading claims about its indication of interest to acquire Ceragon.
Ceragon’s Board remains unanimous in its view that Aviat’s indicative deal terms, including the $2.80 per share indicative price, are unacceptable and significantly undervalues the Company. If Aviat is successful in its hostile attack and will take control over Ceragon’s Board, it alone will enjoy the upside, depriving all other Ceragon shareholders of the chance to obtain the significant value the Ceragon Board expects the Company’s shareholders to achieve.
Also Read: Ceragon Confirms Receipt of Letters From Aviat Networks
The Ceragon Board has always been willing to consider a potential combination with Aviat, but only if such combination delivers full, fair and certain value to all Ceragon’s shareholders.
Ceragon urges its shareholders to protect their investment by voting the WHITE proxy card “AGAINST” Aviat’s attempt to take control of the Board to force a depriving deal term with their senders.
members of our Board and management team met with members of Aviat’s board and its senior management in Israel to discuss the terms of an acquisition of Ceragon. Our management team and Board believed that both parties respectfully communicated their positions. Specifically, the Aviat management team committed to send Ceragon a diligence request list outlining its key diligence needs. Coming out of this meeting, our management team and Board members in attendance believed we were continuing negotiations in good faith, and advised our entire Board accordingly.
Six days later, rather than continuing good-faith discussions, as we expected, and without warning, Aviat announced a hostile offer to acquire Ceragon and take control of the Ceragon Board. It is now clear that Aviat’s disingenuous positioning at the June meeting was merely a ruse for Aviat’s low-ball, highly conditional bid.
We were disappointed to learn that our attempt to hold good faith negotiations with you was not reciprocated. Aviat recently disclosed that it had been acquiring shares in stealth since April – Aviat’s effort to launch a hostile campaign against us was underway well before our June meeting. Aviat’s goal appears to be to put its hand-selected, inexperienced Board nominees in charge of its principal competitor (when Ceragon is taking market share from Aviat) and to force an acquisition of Ceragon at a deeply depressed price – thus depriving Ceragon shareholders of full, fair and certain value – and only benefitting Aviat shareholders.
In Aviat’s last letter to Ceragon’s shareholders, it cited research analysts discussing the upside of a combination of our companies. As further indication of your lack of forthrightness, you failed to mention to our shareholders that your purported proposal was designed to provide almost all of this benefit to Aviat shareholders – and you also failed to mention Ceragon’s analyst price targets, which are well above your purported proposal.