Slide 1: Aviat Networks Nominees Offer Path to Value for Ceragon Networks Shareholders
August 2022 Aviat Networks Nominees Offer Path to Value for Ceragon Networks Shareholders
Slide 2: Forward-Looking Statements
AVIAT NETWORKS FORWARD-LOOKING STATEMENTS 2 The information contained in this presentation includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements include, without limitations, statements regar
Slide 3: Forward-Looking Statements (Continued)
AVIAT NETWORKS3 For more information regarding the risks and uncertainties for Aviat’s business, see "Risk Factors" in Aviat’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on August 25, 2021 as well as other reports filed by Aviat with the SEC from time t
Slide 4: Table of Contents
AVIAT NETWORKS TABLE OF CONTENTS 1. Executive Summary 2. Ceragon’s Refusal to Negotiate with Aviat 3. Value Destruction at Ceragon 4. Aviat’s Five Independent Director Nominees 5. Setting the Record Straight 6. Appendix: Why Aviat’s Acquisition Proposal Provides a Path to Value 4 Ceragon’s Refusal t
Slide 5: Executive Summary
AVIAT NETWORKS EXECUTIVE SUMMARY • Ceragon’s Board has overseen value destruction over several years marked by key strategic missteps • Aviat believes these missteps have significantly diminished Ceragon’s standalone options in a highly competitive industry • Ceragon’s Board has put up roadblocks an
Slide 6: About Aviat
AVIAT NETWORKS6 ABOUT AVIAT • Aviat Networks is a leading pureplay wireless microwave transport equipment, software and services provider • US Headquarters (Austin, TX) • Global Customer Base (3000+ customers) • Global Manufacturing Capabilities • Leading Technology (200+ patents) • Strong Position
Slide 7: About Ceragon
AVIAT NETWORKS7 5 0 10 15 Europe Africa North America India APAC Latin America 20 25 30 % o f re ve n u e La st 12 m o n th s (A) Source: Capital IQ as of August 1, 2022. GLOBAL COMPANY ABOUT CERAGON +140 COUNTRIES WITH SYSTEMS DEPLOYED +1M SYSTEMS DEPLOYED TOTAL CUSTOMERS+2,000 1,000+ EMPLOYEES GLO
Slide 8: Ceragon's Refusal to Negotiate with Aviat
AVIAT NETWORKS8 Ceragon’s Refusal to Negotiate with Aviat Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight
Slide 9: Aviat Offered to Acquire Ceragon to Create a Leading Wireless Transport Specialist
AVIAT NETWORKS AVIAT OFFERED TO ACQUIRE CERAGON TO CREATE A LEADING WIRELESS TRANSPORT SPECIALIST Aviat’s proposal provides Ceragon and Aviat shareholders with a balance of immediate and long-term value versus continued execution risk of Ceragon’s failed strategy under the guidance of a Board with a
Slide 10: Ceragon Repeatedly Rebuffed Aviat's Early Outreach
AVIAT NETWORKS CERAGON REPEATEDLY REBUFFED AVIAT’S EARLY OUTREACH 10 • May 2021: Aviat approached Ceragon to discuss a potential transaction. • July 2021: Ceragon’s Chairman Zohar Zisapel blocked Aviat from communicating with Ceragon CEO Doron Arazi, claiming that Aviat could not speak with him beca
Slide 11: Ceragon Has Continued to Delay Strategic Discussions
AVIAT NETWORKS CERAGON HAS CONTINUED TO DELAY STRATEGIC DISCUSSIONS 11 • April 2022: Aviat again made an offer to Ceragon. • May 2022: Ceragon took an entire month to respond. • June 2022: Aviat’s Chairman and CEO traveled to Israel to discuss our offer in person. When met with resistance, Aviat ask
Slide 12: Aviat Has a Track Record of Successful Strategic M&A
AVIAT NETWORKS AVIAT HAS A TRACK RECORD OF SUCCESSFUL STRATEGIC M&A 12 • Aviat has pursued a strategy of thoughtful, strategic M&A. The management team has a track record of successfully transforming businesses • Aviat recently completed its acquisition of Redline Communications Group, a leading pro
Slide 13: Market Reacts Positively to Aviat's Proposal
AVIAT NETWORKS MARKET REACTS POSITIVELY TO AVIAT’S PROPOSAL 13 AVNW and CRNT share price changes in the month following the announcement (6/27) -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 6/24 6/26 6/28 6/30 7/2 7/4 7/6 7/8 7/10 7/12 7/14 7/16 7/18 7/20 7/22 7/24 7/26 Aviat Ceragon Ceragon’s Refu
Slide 14: Value Destruction at Ceragon
AVIAT NETWORKS14 Value Destruction at Ceragon Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight
Slide 15: Ceragon's Share Price Has Lagged Russell 2000
AVIAT NETWORKS CERAGON’S SHARE PRICE HAS LAGGED RUSSELL 2000 Ceragon’s current Board of Directors has overseen market underperformance by 51% over the last five years 15 +35% -16% Start Date: June 27, 2017 // End Date: June 27, 2022 Source: S&P Capital IQ as of June 27, 2022. Ceragon’s Refusal to Ne
Slide 16: Ceragon's Share Price Has Lagged Peer Group
AVIAT NETWORKS16 CERAGON’S SHARE PRICE HAS LAGGED PEER GROUP Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight 0.0 100.0 200.0 300.0 400.0 500.0 600.0 700.0 Ceragon Networks Ltd. (-29%) Aviat Networks (+271%) Cambium Networks (+
Slide 17: Ceragon Has Underperformed Since Its IPO in 2000
AVIAT NETWORKS CERAGON HAS UNDERPERFORMED SINCE ITS IPO IN 2000 17 0 5 10 15 20 25 30 C e ra g o n S h a re P ri c e , $
Slide 18: Ceragon Is Plagued with Financial Underperformance and Substandard Governance
AVIAT NETWORKS18 Ceragon is plagued with dire financial underperformance, strategic deficiencies, haphazard management and substandard governance. • Ceragon leaders’ forecasted improvement is predominantly based on the rollout of a next generation chip that has been repeatedly delayed, first under t
Slide 19: Ceragon's Stand-Alone Prospects Are Limited and Its Chip Strategy Is Failing
AVIAT NETWORKS CERAGON’S STAND-ALONE PROSPECTS ARE LIMITED AND ITS CHIP STRATEGY IS FAILING Ceragon’s strategy relies on its SoC (system on chip), which has been delayed. Ceragon is attempting to vertically integrate in semiconductors. Vertical integration is problematic in most industries and is hi
Slide 20: Aviat Has Partnered with MaxLinear to Ensure Ongoing Leadership
AVIAT NETWORKS AVIAT HAS PARTNERED WITH MAXLINEAR TO ENSURE ONGOING LEADERSHIP 20 Aviat Enjoys Technology Leadership with Current Portfolio of Products and Will Maintain That Leadership into the Foreseeable Future • Aviat has partnered with MaxLinear on a new SoC • Based on latest generation of tech
Slide 21: Ceragon's Directors Are Entrenched and Interconnected
AVIAT NETWORKS CERAGON’S DIRECTORS ARE ENTRENCHED AND INTERCONNECTED The Board members Aviat seeks to replace – Ira Palti, Yael Langer and David Ripstein – are all tied closely either to Ceragon’s failed strategy or to Ceragon’s Chairman Zohar Zisapel and companies he founded, leads or controls. 21
Slide 22: Ceragon's Board Lacks Independence
AVIAT NETWORKS CERAGON’S BOARD LACKS INDEPENDENCE 22 David Ripstein served in various positions at RADCOM from 2000-2015, including President & CEO. RADCOM was founded by Zisapel and is a member of the Rad-Bynet Group. Ira Palti served as CEO of Ceragon from 2005 to 2021. Ceragon was founded in 1996
Slide 23: Aviat's Five Independent Director Nominees
AVIAT NETWORKS23 Aviat’s Five Independent Director Nominees Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight
Slide 24: Ceragon Needs New Oversight to Unlock Value
AVIAT NETWORKS CERAGON NEEDS NEW OVERSIGHT TO UNLOCK VALUE, SPUR GROWTH AND ENABLE INNOVATION • Aviat made earnest and prolonged attempts to negotiate a friendly transaction with Ceragon and was rebuffed on numerous occasions • Due to Ceragon’s continued delay tactics and refusal to constructively n
Slide 25: Aviat Has Nominated Five Highly Qualified, Independent Directors
AVIAT NETWORKS AVIAT HAS NOMINATED FIVE HIGHLY QUALIFIED, INDEPENDENT DIRECTORS The five nominees – Michelle R. Clayman, Paul Delson, Jonathan F. Foster, Dennis Sadlowski and Craig Weinstock – are seasoned leaders in their respective fields Each has experience leading and advising companies across a
Slide 26: Director Nominee: Michelle R. Clayman
AVIAT NETWORKS DIRECTOR NOMINEE: MICHELLE R. CLAYMAN • Founder, Managing Partner and Chief Investment Officer of New Amsterdam Partners LLC • Member of Board of Trustees of Stanford University • Chair of the Advisory Council of the Michelle R. Clayman Institute for Gender Research • Former President
Slide 27: Director Nominee: Paul Delson
AVIAT NETWORKS DIRECTOR NOMINEE: PAUL DELSON 27 • Vice President and General Counsel for the Troy Corporation, a leading performance chemical manufacturing company • Former Vice President, Associate General Counsel and Chief Compliance Officer of First Solar, Inc. • Former Director, Legal Services a
Slide 28: Director Nominee: Jonathan F. Foster
AVIAT NETWORKS DIRECTOR NOMINEE: JONATHAN F. FOSTER 28 • Founder and managing director of Current Capital Partners LLC • Has served on 36 boards, ranging from Fortune 500 companies to small, private and distressed companies • Former Managing Director at Lazard • Former EVP, COO and CFO for Toys R Us
Slide 29: Director Nominee: Dennis Sadlowski
AVIAT NETWORKS DIRECTOR NOMINEE: DENNIS SADLOWSKI 29 Affiliations Experience Holds track record of achieving exceptional financial results for companies across the globe, including both strong organic growth and strategic acquisitions • Accomplished Chief Executive Officer, Board Member, and C-suite
Slide 30: Director Nominee: Craig Weinstock
AVIAT NETWORKS DIRECTOR NOMINEE: CRAIG WEINSTOCK 30 Affiliations Experience Supplies wealth of experience in corporate governance and compliance partnered with profitability and growth • Senior Vice President and General Counsel of National Oilwell Varco (NOV) • Former partner at Locke Lord Bissell
Slide 31: Aviat's Nominees Are Independent
AVIAT NETWORKS AVIAT’S NOMINEES ARE INDEPENDENT 31 Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight
Slide 32: Aviat's Nominees Have Relevant Expertise
AVIAT NETWORKS AVIAT’S NOMINEES HAVE RELEVANT EXPERTISE 32 Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight The Ceragon Board’s experience is skewed too heavily towards telecom. With experience in semiconductors and other indus
Slide 33: Nominees Will Conduct a Comprehensive Strategic Review During First 100 Days
AVIAT NETWORKS AVIAT’S NOMINEES WILL CONDUCT A COMPREHENSIVE STRATEGIC REVIEW PROCESS DURING FIRST 100 DAYS • Should Aviat’s nominees be elected, they will independently evaluate Ceragon’s potential M&A transactions (including Aviat’s proposal) • As members of Ceragon’s Board, they will help the Boa
Slide 34: Immediately Intensify Focus on Value Creation at Ceragon
AVIAT NETWORKS IMMEDIATELY INTENSIFY FOCUS ON VALUE CREATION AT CRNT 34 Beyond long term “potential” and promises, focus on meaningful strategic execution Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight Three Major Work Stream
Slide 35: Setting the Record Straight
AVIAT NETWORKS35 Setting the Record Straight Ceragon’s Refusal to Negotiate Value Destruction at Ceragon Aviat’s Five Independent Nominees Setting the Record Straight
Slide 36: Ceragon's Article Supports Path to Close
AVIAT NETWORKS CERAGON’S ARTICLE 41 SUPPORTS PATH TO CLOSE 36 Ceragon’s interpretation of Article 41 What Article 41 actually means Ceragon claims that Aviat’s demand to appoint five directors violates its Articles. Ceragon essentially reads into Article 41 of its Articles a limitation that the vaca
Slide 37: Aviat Has Highly Confident Commitments to Finance the Transaction
AVIAT NETWORKS AVIAT HAS HIGHLY CONFIDENT COMMITMENTS TO FINANCE THE TRANSACTION • Aviat intends to finance the transaction with cash on hand and bank debt. On June 3, Aviat provided Ceragon's Board with copies of highly confident financing letters from three well-regarded financial institutions and
Slide 38: Setting the Record Straight on Outstanding Ceragon Claims
AVIAT NETWORKS SETTING THE RECORD STRAIGHT ON OUTSTANDING CERAGON CLAIMS Ceragon says it is willing to explore value creation opportunities. In reality: • Ceragon now claims that it is "willing to transact with Aviat or any other party that delivers full, fair and certain value to our shareholders."
Slide 39: Ceragon Shareholders Deserve a Better Board
AVIAT NETWORKS CERAGON SHAREHOLDERS DESERVE A BETTER BOARD • The Ceragon Board and management have overseen value destruction and are not positioned to drive further growth or value for shareholders. The Company’s stand- alone strategy is failing and there is no reason to believe that the current Bo
Slide 40: What Your Vote on the GOLD Card Means
AVIAT NETWORKS WHAT YOUR VOTE ON THE GOLD CARD MEANS This election is about whether Aviat’s five independent and highly qualified nominees should be elected and thus permitted to evaluate all possible strategies that could benefit the majority of shareholders • Vote on the GOLD proxy card FOR: ✓ The
Slide 41: Appendix: Why Aviat's Acquisition Proposal Provides a Path to Value
AVIAT NETWORKS41 Appendix: Why Aviat’s Acquisition Proposal Provides a Path to Value
Slide 42: Transaction Leverages Combined Strengths to Scale into a Global Leader
AVIAT NETWORKS TRANSACTION LEVERAGES COMBINED STRENGTHS TO SCALE INTO A GLOBAL LEADER IN WIRELESS TECHNOLOGY Scale LTM Revenue* $297M $295M Complementary Geographies 66% North America 34% ROW 18% North America 82% ROW Enhanced Financials* Adj. EBITDA: 12% Adj. EBITDA: 6% A global provider of wireles
Slide 43: Complementary Geographies and Verticals
AVIAT NETWORKS COMPLEMENTARY GEOGRAPHIES AND VERTICALS 43 Minimal customer overlap Greater market vertical diversification between private networks, mobile network operators, and rural broadband providers Increased geographic exposure Reduced customer concentration North America 42% LATAM + APAC 37%
Slide 44: Significant Synergies Make Deal Attractive for Shareholders
AVIAT NETWORKS SIGNIFICANT SYNERGIES MAKES DEAL ATTRACTIVE FOR SHAREHOLDERS • Leverage expanded volume to drive margin expansion from supply chain sourcing and contract manufacturing • Optimize working capital by reducing excess and obsolete inventory Cost of Goods Sold • Align regional sales struct
Slide 45: Aviat and Ceragon Combined Would Lead to a Stronger Company
AVIAT NETWORKS AVIAT AND CERAGON COMBINED WOULD LEAD TO A STRONGER COMPANY TOGETHER 45 Aviat Networks LTM Financials as of April 1, 2022 Ceragon Networks LTM Financials as of June 30, 2022 Combined with Synergies Revenue $297M $295M $592M Gross Margin 36% 30% 36%* Operating Margin 9% 1% 12%* Adj. EB
Slide 46: Transaction Will Confer Substantial Benefits
AVIAT NETWORKS TRANSACTION WILL CONFER SUBSTANTIAL BENEFITS 46 Transaction Benefits Per Share Consideration Process and Timeline ✓ Aviat’s offer presents a balance of immediate and long-term value to Ceragon shareholders, allowing Ceragon and Aviat shareholders to benefit from the significant upside
Slide 47: Aviat Networks
Aviat NETWORKS DOGeO WWW.AVIATNETWORKS.COM