Ceragon Networks Ltd 6-K, filed Aug 8, 2022
Ceragon Networks Ltd (CRNT)
6-K
2022-08-08
For: 2022-08-08
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Added on
July 07, 2026
About this 6-K
Ceragon Networks Ltd filed this 6-K on August 8, 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 August 2022
Commission File Number: 0-30862
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CERAGON NETWORKS LTD.
(Translation of registrant’s name into English)
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Plot 300, Nitzba Citi, Rosh Ha’Ayin, Israel, 4810002
(Address of principal executive offices)
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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: August 8, 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
B. HOWEVER, AVIAT’S REVISED INDICATION DOES NOT DELIVER FULL, FAIR AND CERTAIN VALUE TO CERAGON’S
SHAREHOLDERS 1. AVIAT’S REVISED IOI CONTINUES TO SIGNIFICANTLY UNDERVALUE CERAGON Source: Company filings; Wall Street Research; Merger Market; Aviat letter 8/2/22; FCC Universal Licensing System, July 2022 Note: Market data as of
8/1/22 1 Our guidance is subject to potential downsides and upsides as we continue to address supply chain challenges facing the industry Many of our shareholders that we have spoken with believe that Aviat’s Revised IOI is well below the
value of Ceragon 3. LACK OF SUFFICIENT EVIDENCE OF FINANCING AND DEAL CERTAINTY Aviat has never provided evidence of financing containing a firm dollar amount supported by sources and uses Aviat’s revised IOI still does not provide
sufficient support for their claims that they are capable of financing a transaction in the current market environment Aviat proposed a reverse termination fee (RTF) that was significantly below market compared to precedent transactions
involving close competitors C. AVIAT IS TRYING TO DEPRIVE CERAGON SHAREHOLDERS FROM THE UPSIDE IN THE BUSINESS #1 2021 Global Share of Best-of-Breed Solutions (units) $179MM Bookings in 1H’22 +280BPS Gross Margin Expansion in 2Q’22
(QoQ) CERAGON NORTH AMERICAN BOOKINGS as a % of Total Bookings CERAGON ANNUAL NORTH AMERICA BOOKINGS ($mm) Implied multiples are below precedent transaction and public company trading multiples $3.08 indicative price is well below every
research analyst price target and the average of $5.08 2. LARGE SHAREHOLDERS AND RESEARCH ANALYSTS AGREE NEEDHAM, 6/28/22: “We think a price under 1.0x EV/S is viewed as a low-ball offer” AEGIS, 8/1/22: “…we believe shares of CRNT should
trade at an [TEV] / 2022E revenue multiple of 1.5x” 6. POISED TO DRIVE LONG-TERM REVENUE GROWTH AND MARGIN EXPANSION GUIDANCE1 5. CERAGON IS GROWING RAPIDLY IN NORTH AMERICA – AVIAT’S BACKYARD 5-YEAR
TARGETS $300–315MM $325–345MM ~$500MM 34–36% (at least) 4. SIGNIFICANT BUSINESS MOMENTUM 2022 Revenue 2023 Revenue Total Revenue Gross Margin A. CERAGON WILL CONSIDER ANY VIABLE PATH TO MAXIMIZE SHAREHOLDER VALUE, INCLUDING A
POTENTIAL COMBINATION WITH AVIAT, THAT DELIVERS FULL FAIR AND CERTAIN VALUE TO CERAGON REASONS WHY YOU SHOULD VOTE ON THE WHITE PROXY CARD “AGAINST” AVIAT’S ATTEMPT TO TAKE CONTROL OF THE BOARD
D. CERAGON’S BOARD IS FAR SUPERIOR THAN AVIAT’S HAND-PICKED NOMINEES TO PROTECT THE INTERESTS OF
CERAGON’S SHAREHOLDERS 7. AVIAT HAS LAUNCHED THIS PROXY FIGHT TO OUST THE CERAGON DIRECTORS TO FORCE ITS HIGHLY CONDITIONAL, LOW- BALL BID 9. CERAGON’S DIRECTORS ARE PROVEN VALUE CREATORS WITH DECADES OF EXPERIENCE SUPPORTING M&A
TRANSACTIONS Zohar Zisapel: One of the prominent leaders of Israeli telecom with substantial experience in creating value for shareholders (>100% TSRs at Amdocs and Silicom) Ira Palti: Former President and CEO of Ceragon and has
successfully helped transition CEO role to Doron Yael Langer: Oversaw sales of companies on 5 separate occasions (Radlan, RND, Sanrad, RiT, Radvision) and achieved 481% TSR while on the board of Radware David Ripstein: current CEO of
SatixFy and former CEO of Radcom where he achieved 311% TSR Ilan Rosen: extensive private equity background and 39% during his tenure at VocalTec, culminating in the merger with Tdsoft Shlomo Liran: 118% TSR at Maytronics, 68% TSR at
Minrav Rami Hadar: Extensive M&A experience as the co-founder, CEO and/or C-level exec of three different Telecom companies Our Board has been open to exploring a potential transaction with Aviat, having met with its representatives
many times since 2017 Aviat, however, is attempting to replace our highly qualified directors with their unqualified, hand-picked nominees to take control of the Board, which we can only infer is an attempt to force a low-ball sale to Aviat
— they should not be entrusted with leading negotiations on your behalf Aviat has a history of abandoning negotiations after the parties have exchanged confidential information; Given that track record, we communicated in our last meeting
in June 2022 the need for appropriate deal protections to ensure the Ceragon shareholders would be protected in the event Aviat were to try to walk away — rather than continuing negotiations, Aviat responded with their hostile campaign six
days later Aviat began stealthily accumulating shares as early as February 2022 in the midst of our negotiations — it is now clear that Aviat’s disingenuous positioning at the June 2022 meeting was merely a ruse for their hostile
campaign Aviat has already dropped their low-ball price once, and they can reduce their price again Aviat has launched their proxy fight in violation of our shareholder-approved Articles, which allow the appointment of only up to three
directors at the upcoming Extraordinary General Meeting (“EGM”), in the event all three Ceragon directors they propose to remove are indeed removed, and issued a proxy statement and a gold proxy card for the EGM, which have no legal
basis. Aviat designed its offer to give almost all upside to Aviat shareholders, not to Ceragon’s shareholders. 8. AVIAT’S NOMINEES HAVE NO TELECOM OR ADEQUATE PUBLIC COMPANY BOARD EXPERIENCE WE URGE SHAREHOLDERS TO PROTECT THEIR
INVESTMENT BY VOTING ONLY ON THE WHITE PROXY CARD AGAINST AVIAT’S ATTEMPT TO TAKE CONTROL OF THE BOARD AND IGNORING AVIAT’S GOLD PROXY CARD Source: FactSet; BoardEx; Company filings 2 TSR relative to S&P 500 over the period between May
2016 and July 2020, including reinvestment of dividends 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 AVIAT’S
DISSIDENT NOMINEES VS Michelle Clayman Paul Delson Jonathan Foster Overboarded (80)% TSR2 Dennis Sadlowski 0% 0/5 40% 2/5 60% 3/5 Combined Craig Weinstock M&A / Strategic Alternatives Public Company Board Telecom
Experience CERAGON’S BOARD 100% 7/7 100% 7/7 100% 7/7 AVIAT’S HOSTILE TAKEOVER ATTEMPT IS NOT IN THE BEST INTEREST OF CERAGON SHAREHOLDERS