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Aviat revises proposal to acquire Ceragon to $3.08 per share

Aviat Networks, Inc., the leading expert in wireless transport solutions, announced it has submitted a revised nonbinding proposal to acquire all the outstanding shares of Ceragon Networks Ltd. to the Ceragon Board. The Revised Proposal provides even greater value than Aviat’s June 27, 2022 proposal and is structured to maximize value and certainty for Ceragon and its shareholders, and to address the requests Ceragon shareholders have made for an opportunity to benefit from the value the combined company will provide. Aviat also announced the launch of a new website, ValueforCeragon.com, which provides information about what is at stake for Ceragon shareholders.

Under the terms of the Revised Proposal, which was delivered to Ceragon’s Chief Executive Officer, Ceragon shareholders would receive $2.80 per share in cash and $0.28 in equity consideration of Aviat stock. The combination of cash and equity consideration 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. 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.

“Since we publicly announced our proposal to acquire Ceragon on June 27, 2022, we have spoken with Wall Street analysts and many Ceragon shareholders, who have recognized the compelling strategic logic of such a combination,” said Aviat President and CEO Peter Smith. “In addition to offering immediate and certain value to Ceragon shareholders, our transaction will create significant synergy opportunities, and provide the combined company with the scale and reach to innovate more, expand revenue opportunities, and enhance addressable market capture. Ceragon shareholders have told us clearly that they would also like to benefit from the combination over time. We have addressed this in our revised proposal through the addition of an equity component, which provides Ceragon shareholders with a compelling opportunity for both near and long-term value creation.

“We remain committed to consummating a transaction with Ceragon and taking all the necessary steps to make that happen. Despite the disappointing quarterly results recently announced by Ceragon, which marked the company’s sixth consecutive quarter of negative free cash flow, we continue to see value in a combination, and remain committed to doing everything possible to make that happen. We have revised our proposal to provide greater value to Ceragon shareholders and believe they – and Ceragon’s Board – will be receptive to our revised proposal.”

Ceragon shareholders can visit ValueforCeragon.com for greater detail on the benefits of the proposed transaction, the deficiencies of Ceragon’s existing stand-alone strategy, the tremendous value destruction overseen by Ceragon’s current Board, and the qualifications of Aviat’s five highly qualified Board nominees.

CT Bureau

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