Jonathan Foster, Managing Director of Current Capital Partners, Named a Nominee to the Board of Ceragon Networks in Aviat Networks’ Pursuit of Strategic Acquisition
Austin, Texas, June 27, 2022 /PRNewswire/
- Calls for boardroom changes to address destruction of value at Ceragon and refusal to consider Aviat’s premium acquisition proposal
- Urges Ceragon shareholders to vote for directors who will protect shareholder interests and consider value creation opportunities
Aviat Networks, Inc. (NASDAQ: AVNW) (“Aviat”), the leading expert in wireless transport solutions, today announced that it has requested an extraordinary general meeting of Ceragon Networks Ltd. (NASDAQ: CRNT) (“Ceragon”) shareholders for the purposes of increasing the size of the Ceragon Board of Directors to nine, removing three current directors, and electing five highly qualified and independent new directors to better represent the interests of all Ceragon shareholders. As of June 24, 2022, Aviat holds more than 5% of Ceragon’s outstanding shares, making it Ceragon’s third largest shareholder.
Aviat believes Ceragon’s current Board has overseen destruction of shareholder value and overlooked opportunities to create greater value. In particular, the Ceragon Board has neglected its responsibility to shareholders by refusing to engage constructively with Aviat, which has sought for months to negotiate the terms of a transaction that would deliver immediate and certain value greater than the continued execution of Ceragon’s standalone strategy. As announced separately today, Aviat has submitted a highly attractive nonbinding proposal to acquire all the outstanding shares of Ceragon for $2.80 per share in cash. Aviat is also open to offering a portion of the consideration in Aviat stock should Ceragon wish to provide the opportunity for its shareholders to share in the upside potential of the combined company.
Aviat seeks to replace three Ceragon directors who lack sufficient independence to make decisions in the best interests of all Ceragon shareholders. Each of the three has close ties to the company and to other companies founded, owned or formerly led by Ceragon Chairman Zohar Zisapel.
- Ira Palti served as Ceragon CEO from 2005 to 2021, during which time he oversaw the destruction of shareholder value, delivering total shareholder return of -21%, while Ceragon fell behind competitors in the development and delivery of 4G chips;
- Yael Langer is General Counsel at RAD Data Communications, founded by Zisapel and led by his brother, Yehuda Zisapel, and has served on the Ceragon Board since 2000, during which time Ceragon’s stock has fallen approximately 80%; and
- David Ripstein spent nine years as CEO of RADCOM, another company founded by Zisapel and a part of the RAD Group, of which Ceragon is also a member.
“Although we are disappointed that Ceragon’s Board has rejected our attempts to negotiate a transaction that would deliver compelling value to shareholders, we are pleased to give Ceragon shareholders the opportunity to vote for a Board that will consider strategic opportunities to unlock value and, most importantly, be accountable to shareholders,” said Aviat President and CEO Peter Smith. “We firmly believe shareholders will recognize that Ceragon’s leadership has demonstrated an inability to execute an effective business plan that drives growth and protects shareholders’ investments. We urge shareholders to support our highly qualified Board candidates to drive much-needed change.”
At the extraordinary general meeting, Ceragon shareholders will have the opportunity to vote for Aviat’s five nominees, all of whom are seasoned leaders in their respective fields with extensive experience leading and advising companies across sectors. Aviat urges shareholders to take advantage of this opportunity to select a meaningfully refreshed and qualified Board that can address the company’s dire financial underperformance, strategic deficiencies and haphazard management, substandard governance, and reverse Ceragon’s continued value destruction.
- Michelle R. Clayman is the Founder, Managing Partner and Chief Investment Officer of New Amsterdam Partners LLC. She is a member of the Board of Trustees of Stanford University, where she also serves as Chair of the Advisory Council of the Michelle R. Clayman Institute for Gender Research. Ms. Clayman has served as President of the Society of Quantitative Analysts, as well as on the boards of the Institute of Quantitative Research in Finance and US SIF, the Forum for Sustainable and Responsible Investing. Ms. Clayman holds an MA in Philosophy, Politics and Economics from Oxford University and an MBA from Stanford University.
- Paul Delson serves as Vice President and General Counsel for the Troy Corporation, a leading performance chemical manufacturing company. Previously, Delson worked for First Solar, Inc., where he served as the Vice President, Associate General Counsel and Chief Compliance Officer. Prior to that, Delson was the Director, Legal Services at Applied Materials, Inc., where he focused on international business transactions, venture capital, corporate finance and M&A. Prior to Delson’s in-house work at Applied Materials, he worked for over 10 years in private practice. Delson earned a JD and an MBA from UCLA, and a BA in Organizational Behavior & Management from Brown University.
- Jonathan F. Foster is the founder and managing director of Current Capital Partners LLC. He has served on 35 boards, ranging from Fortune 500 companies to small, private and distressed companies. Prior to founding Current Capital Partners, he was a Managing Director at Lazard, where he worked on various industrial and services mergers and acquisitions, restructurings and financing transactions, EVP, COO and CFO for Toys R Us, and Managing Director and Co-Head of Diversified Industrials at Wachovia Securities. Mr. Foster holds a BBA in Accounting from Emory University and an MSc in Accounting and Finance from The London School of Economics.
- Dennis Sadlowski is an accomplished Chief Executive Officer, Board Member, and C-suite Advisor serving domestic and international businesses. He has led public and private equity companies globally, in various industrial manufacturing and services industries. Mr. Sadlowski served as the CEO of Siemens Energy and Automation, a $4 billion, 12,000-employee operating company of Siemens AG. He also served as the CEO of CECO Environmental, CEO of International Battery, and COO (North America) of LSG Sky Chefs. Mr. Sadlowski holds a BS in Chemical and Nuclear Engineering from the University of California, Berkeley and an MBA from Seattle University.
- Craig Weinstock serves as Senior Vice President and General Counsel of National Oilwell Varco (NOV). Before joining NOV, Mr. Weinstock was a partner at Locke Lord Bissell & Liddell, LLP and a clerk for U.S. District Court Judge Robert Parker. He has counseled Boards of Directors, Audit Committees and management regarding securities, governance, anti-corruption, trade compliance and other matters, and has prosecuted and defended numerous cases involving complex securities and derivative issues. Mr. Weinstock holds a BA from the State University of New York at Albany and a JD from Vanderbilt University Law School.
About Aviat Networks
Aviat Networks, Inc. is the leading expert in wireless transport solutions and works to provide dependable products, services and support to its customers. With more than one million systems sold into 170 countries worldwide, communications service providers and private network operators including state/local government, utility, federal government and defense organizations trust Aviat with their critical applications. Coupled with a long history of microwave innovations, Aviat provides a comprehensive suite of localized professional and support services enabling customers to drastically simplify both their networks and their lives. For more than 70 years, the experts at Aviat have delivered high-performance products, simplified operations, and the best overall customer experience. Aviat Networks is headquartered in Austin, Texas. For more information, visit www.aviatnetworks.com.
About Current Capital Partners
Current Capital Partners LLC is an independent advisory and merchant banking firm focused primarily on the industrial and services sectors. We provide mergers and acquisitions advisory services, corporate management services, and private equity investing. The mergers and acquisitions advisory effort offers high-quality financial advisory services – including actionable ideas, buy-side and sell-side execution, strategic and capital structure reviews, restructuring advisory and related services – for corporate and investment firm clients seeking industry expertise, an independent perspective and senior attention. In our management services effort, we manage investments, provide restructuring advice, sit on Boards of Directors and provide related consulting services for other investors and financial institutions; and offer advice and expert witness services in complex corporate litigation. Our private equity investing business helps create value, primarily in lower middle market and smaller companies, with an integrated operating, finance and investment approach. Our Advisory Board and Executive Network are important advantages for our clients. Learn more at www.currentcap.com.
Jonathan F. Foster
Telephone: +1 212 223 0618