Wednesday, May 22, 2024

Independent Proxy Advisory Firm ISS Recognizes the Need for Board Change at Ceragon

Aviat Networks, Inc., the leading expert in wireless transport solutions,announced that independent proxy advisory firm Institutional Shareholder Services (“ISS”) has recommended that shareholders of Ceragon Networks Ltd. (“Ceragon”) vote FOR the removal of two members of Ceragon’s Board of Directors (“Board”), Yael Langer and Ira Palti, at the upcoming Extraordinary General Meeting of shareholders on August 23, 2022. Aviat continues to believe that shareholders should vote for the removal of all three Ceragon directors, Yael Langer, Ira Palti and David Ripstein, and FOR the election of all five of Aviat’s director nominees.

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“We are pleased that ISS recognizes the need for boardroom change at Ceragon, to ensure an independent evaluation of strategic alternatives, including Aviat’s acquisition proposal,” said Aviat President and CEO Peter Smith. “We believe, however, that the fastest path to a premium transaction lies in not just removing two of Ceragon’s entrenched directors, but also removing ALL THREE of the targeted directors, and electing our highly qualified director nominees to independently consider value creation opportunities. We strongly urge shareholders to vote FOR both of Aviat’s proposals using the GOLD proxy card as soon as possible.”

In its August 9, 2022, report ISS called out the 5-year track record of underperformance overseen by Ceragon’s current Board members, and questioned their ability to effect a turnaround by executing its current strategy:

Mr. Smith added, “Aviat’s revised premium proposal announced on August 2 to acquire Ceragon for $3.08 per share – including $2.80 per share in cash and $0.28 in equity consideration of Aviat stock – represents a tremendous premium of 47% to the closing price of Ceragon shares on June 27, 2022, and provides a balance of immediate and long-term value, allowing shareholders of both Aviat and Ceragon to benefit from the significant upside of the combined company. Based on Ceragon Board’s refusal to date to work towards a negotiated transaction, we fear that shareholders stand to lose this premium offer if ALL FIVE of the Aviat nominees are not elected, as Ceragon’s Board is clearly unwilling to enter into negotiations, as noted by ISS. Only by voting FOR ALL FIVE of Aviat’s director nominees on the GOLD proxy card can shareholders realize the considerable value of this combination.”

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