Ceragon Networks Ltd 6-K, filed Jul 19, 2022
Ceragon Networks Ltd (CRNT)
6-K
2022-07-19
For: 2022-07-19
View Original
Added on
April 11, 2026
About this 6-K
Ceragon Networks Ltd filed this 6-K on July 19, 2022.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Washington, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number: 0-30862
CERAGON NETWORKS LTD.
(Translation of registrant’s name into English)
Plot 300, Nitzba Citi, Rosh Ha’Ayin, Israel, 4810002
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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CERAGON NETWORKS LTD.
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Date: July 19, 2022
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By: /s/ Doron Arazi
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Name: Doron Arazi
Title: Chief Executive Officer |
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Exhibit
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Description
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Exhibit A –
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SETTING THE RECORD STRAIGHT REGARDING AVIAT'S HOSTILE APPROACH - INFOGRAPHIC
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Exhibit A
AVIAT’S HOSTILE TAKEOVER ATTEMPT IS NOT IN THE BEST INTEREST OF CERAGON
SHAREHOLDERS 01// 02// 03// 04// 05// Aviat’s indication is not a real offer Aviat’s indication is undervalued and opportunistically timed Aviat’s “Trojan Horse” hostile campaign violates Ceragon’s Articles Ceragon has strong business
momentum and initiatives are taking hold Ceragon’s Board is committed to maximizing shareholder value Aviat’s “offer” is merely an indication of interest without firm financing or deal certainty Low-ball indication does not reflect Ceragon’s
value or business momentum Aviat is seeking to take control of Ceragon to execute a sale at a low-ball price; however, Ceragon’s Articles do not permit the appointment of five directors at this EGM Strong backlog accumulation and new growth
initiatives are expected to drive revenue growth and margin expansion Will consider all opportunities to enhance shareholder value, including a combination with Aviat, that delivers full, fair and certain value CERAGON IS POSITIONED TO DELIVER
SIGNIFICANTLY GREATER VALUE THAN AVIAT’S INDICATION Significant Business Momentum #1 $179MM 37% Advanced & Differentiated Technology Recently launched first virtual indoor unit in the market 2021 Global Share of Best-of- Breed
Solutions (units) Bookings in H1’22, of which $39MM is from North America, one of the largest markets increase in 2Q’22 North America bookings versus 1Q’22 New IP-50 products expected to be launched in 2023 targeting ~40% reduced BOM
costs Next-gen System-on-Chip (SOC) expected to be three years ahead of the market 5-Year Target Revenue of ~$500MM and Gross Margin Target of At Least 34-36% SETTING THE RECORD STRAIGHT
DESPITE AVIAT’S MISLEADING CLAIMS HERE ARE THE FACTS: CERAGON’S HIGHLY QUALIFIED BOARD THOROUGHLY
EVALUATED AVIAT’S INDICATION AND DETERMINED IT IS NOT IN THE BEST INTEREST OF CERAGON SHAREHOLDERS We will consider any viable path to enhance shareholder value Since 2017, Ceragon has met with Aviat multiple times over multiple years in good
faith (including as recently as last month) We are open to a potential transaction with Aviat that delivers full, fair and certain value Ceragon’s Articles do not permit the appointment of five directors at this EGM In the event that the
removal of all three directors, as requested by Aviat, is approved, only up to three new directors may be appointed to fill any vacancies created No relevant telecom expertise No compelling board expertise – three with no board experience, one
over-boarded and one destroyed value on his only board Hand-picked nominees should not be negotiating on behalf of Ceragon’s shareholders All directors have telecom and public company board expertise 6 of 7 directors have C-suite executive and
operational experience 6 of 7 directors have private and public company M&A experience Recently refreshed with the addition of three independent directors at last year’s AGM Indication significantly undervalues Ceragon supported by
precedent transactions and equity analyst price targets Our largest and independent shareholder, Joseph D. Samberg (Founder and CEO of JDS Capital), also believes that Aviat’s indication of interest is well-below the Company’s value If Aviat
takes control of the Board, Aviat can reduce their price (again), execute a deal that allows Aviat to walk away if unable to secure financing and destroy Ceragon from inside the Boardroom CAUTIONARY NOTE 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. Ceragon intends forward-looking terminology, such as believes, expects, may, will, should, anticipates, plans or similar expressions to identify forward-looking statements, or other comparable
terminology, although not all forward-looking statements contain these identifying words. Such statements are subject to certain risks and uncertainties, which could cause Ceragon’s actual results to differ materially from those projected in such
forward-looking statements. Such risks and uncertainties include, but are not limited to, those that are described in Ceragon’s most recent Annual Report on Form 20-F and as may be supplemented from time to time in Ceragon’s other filings with
the SEC, all of which are expressly incorporated herein by reference. Forward-looking statements relate to the date initially made, and Ceragon undertakes no obligation to update them. Ceragon’s public filings are available on the Securities and
Exchange Commission’s website at www.sec.gov, and may also be obtained from Ceragon’s website at www.ceragon.com. 01// Committed to Maximizing Campaign