US-based Aviat Networks, announced it has submitted a nonbinding proposal to acquire all the outstanding shares of Ceragon Networks for $2.80 per share in cash. Aviat holds more than 5% of Ceragon’s outstanding shares as of June 24, 2022, making it Ceragon’s third largest shareholder. The total amount of the deal is $235 million. The two companies are competitors in the market of wireless transport solutions.
Aviat published its attempts to acquire Ceragon following earlier offers that were declined. Aviat has called for an extraordinary general meeting of Ceragon shareholders for the purpose of increasing the size of the Ceragon board, removing three of Ceragon’s current directors, and electing its nominees to evaluate proposal.
“Over the past year, we have sought to engage on numerous occasions with Ceragon’s Board and management team to negotiate terms for a transaction that we are confident would deliver meaningful near- and long-term value for shareholders of both companies,” said Aviat President and CEO Peter Smith. “We have twice attempted to reasonably address concerns voiced by Ceragon, and have met only with delay and rejection.”
Failed meeting in Israel
“Along with Aviat’s Chairman, I traveled to Israel last week to meet in person with Ceragon’s Chairman, CEO, and a member of its Board. They refused to engage with us in constructive discussions, instead making further demands for unorthodox and off-market provisions that seem intended only to delay, leaving us with no other option but to make Ceragon shareholders aware of our proposal.”
Peter Smith sent a letter to Zisapel and the CEO of Cergon, Doron Arazi to explain the move: “We are surprised and disappointed by your rejection of our April 2022 proposal to acquire Ceragon for $2.80 per share in cash, which represents a 34% premium to Ceragon shareholders based on the closing price on June 27, 2022.
“Last week, our Chairman and I traveled to Israel to meet with you in person. However, rather than engaging with us, you once again insisted that Aviat would have to agree to pay a break-up fee, which at the time translated to an outrageous ~$60 million on a $235 million transaction, or roughly 25%. You also advised us that if Ceragon were to be presented with a superior bid, Ceragon should be permitted to terminate the agreement with Aviat without the payment of a termination fee. Consequently, we are left with no choice but to take our compelling proposal directly to your shareholders by making its terms public.”
Who will control Board?
Aviat seeks to replace three Ceragon directors who have close ties to the Chairman Zohar Zisapel: Ira Palti, Ceragon CEO from 2005 to 2021, Yael Langer and David Ripstein, and to add its own five nominees to get the board’s approval for the acquisition offer. “We believe that a combination of our two companies would create a leading wireless transport specialist with the scale and expertise to deliver superior performance to customers and shareholders.”
In Fiscal Year 2021, Aviat reported total revenue of $274.9 million, compared to revenue of $238.6 million in Fiscal Year 2020, and Net Income of $110 million. Ceragon’s 2021 Revenues totaled $290.8 million, up 10.6% from $262.9 million in 2020 and Net loss of $14.8 million,