Slide 1: August 2022 Investor Update
August | 2022 Investor Update
Slide 2: Disclaimer
DISCLAIMER This presentation has been prepared by Ceragon Networks Ltd. (“Ceragon” or the “Company”) for informational purposes only. This presentation is proprietary to the Company and may not be reproduced (in whole or in part) nor summarized, passed, distributed, disseminated and/or copied withou
Slide 3: Aviat's hostile takeover attempt is not in the best interest of Ceragon shareholders
AVIAT’S HOSTILE TAKEOVER ATTEMPT IS NOT IN THE BEST INTEREST OFCERAGON SHAREHOLDERS AVIAT’S SLIGHTLY IMPROVED INDICATION DOES NOT DELIVER FULL, FAIR AND CERTAIN VALUE TO CERAGON’S SHAREHOLDERS Low-ball indication does not reflect Ceragon’s business trajectory, and we have serious concerns regarding
Slide 4: Setting the record straight regarding Aviat's misleading claims
SETTING THE RECORD STRAIGHT REGARDING AVIAT’S MISLEADING CLAIMS “Ceragon has done everything possible to avoid striking a deal with Aviat…”1 February 15, 2022: Aviat begins to buy Ceragon shares in preparation for a hostile campaign April 17, 2022: Aviat submits an IOI without disclosing its accumul
Slide 5: Setting the record straight regarding Aviat's misleading claims
SETTING THE RECORD STRAIGHT REGARDING AVIAT’S MISLEADING CLAIMS “[Ceragon’s] board members dug in their heels resorting to delay tactics that seem intended to keep their board seats and jobs…]”1 Ceragon has met with Aviat multiple times over the past few years to explore a potential combination, mos
Slide 6: Aviat's revised indication does not deliver full, fair and certain value to Ceragon's shareholders
AVIAT’S REVISED INDICATION DOES NOT DELIVER FULL, FAIR AND CERTAIN VALUE TO CERAGON’S SHAREHOLDERS
Slide 7: Aviat's revised indication continues to significantly undervalue Ceragon
AVIAT’S REVISED INDICATION CONTINUES TO SIGNIFICANTLY UNDERVALUE CERAGON, AND OUR RESEARCH ANALYSTS AND SHAREHOLDERS AGREE Source: Wall Street research; FactSet; Bloomberg “We continue to believe that positive mix shift to 5G bookings will represent a key driver for both top line growth as well as m
Slide 8: Aviat's revised IOI still does not deliver full, fair and certain value
AVIAT’S REVISED IOI STILL DOES NOT DELIVER FULL, FAIR AND CERTAIN VALUE TO CERAGON’S SHAREHOLDERS Aviat’s slightly Revised IOI of $3.08 significantly undervalues Ceragon Aviat’s Revised IOI is not a legal, binding commitment to buy Ceragon’s shares, and any of their “terms” are subject to change if
Slide 9: Ceragon's board and management will consider any viable path to enhance value
CERAGON’S BOARD AND MANAGEMENT WILL CONSIDER ANY VIABLE PATH TO ENHANCE THE VALUE OF CERAGON FOR OUR SHAREHOLDERS Since 2017, Ceragon has met with Aviat on many occasions in good faith to discuss a potential transaction Unfortunately, none of those discussions resulted in a transaction that would se
Slide 10: Aviat is trying to deprive Ceragon shareholders from the upside in the business
AVIAT IS TRYING TO DEPRIVE CERAGON SHAREHOLDERS FROM THE UPSIDE IN THE BUSINESS
Slide 11: Customers select Ceragon as a trusted, tech-advanced provider
CUSTOMERS SELECT CERAGON AS A TRUSTED, TECH-ADVANCED PROVIDER CERAGON IS THE PREMIER WIRELESS TRANSPORT SOLUTIONS PROVIDER 2,000+ Total Customers 1+ Million Systems Deployed 150+ Countries 460+ Service Providers Average Customer Relationship: 10+ Years INNOVATIVE MARKET LEADER IN 4G & 5G NETWORKS Re
Slide 12: Ceragon's continued transformation positions the company to accelerate revenue growth and enhance margins
Ceragon’s continued transformation positions the company to accelerate revenue growth and enhance margins STRONG FOUNDATIONAL CORE BUSINESS EXPANDED GROWTH VECTORS 4G and 5G software and hardware solutions with deep penetration of Tier 1 & 2 customers Prominent global independent wireless transport
Slide 13: Strong underlying industry growth trends
STRONG UNDERLYING INDUSTRY GROWTH TRENDS Massive Growth in IP Traffic Growth in Rural Broadband and Fixed Wireless Growth of Private Networks 27% CAGR from 2021 - 2027 expected for total mobile network traffic Carriers in early innings of 5G upgrade cycle globally Strong equipment / system refresh c
Slide 14: Rapid growth in North America
Ceragon’s Rapid growth in north America – AVIAT’S BACKYARD . . . TRANSLATING INTO STRONG BOOKINGS MOMENTUM . . . CERAGON HAS BECOME A CLEAR LEADER AMONG U.S. TIER 1 SERVICE PROVIDERS . . . Market Share of U.S. Tier 1 Licensed Links (2022 YTD) Ceragon North American Bookings as a % of Total Bookings
Slide 15: Superior, in-house technology capabilities serve customer needs
Superior, in-house technology capabilities serve customer needs with customizable solutions New, advanced technologies already gaining traction First to market with virtual indoor unit that can also serve as a cell site router – accessing a new ~$2 billion addressable market Expanded suite of revolu
Slide 16: Disruption in the market drives our business
DISRUPTION IN THE MARKET DRIVES OUR BUSINESS CAGR: ~8% CAGR: ~8% Disruption Historical Guidance Revenue ($mm) COVID Management Doron Arazi serves as CFO Doron Arazi rejoins as CEO 12
Slide 17: Strong core with new strategic growth domains underway
STRONG CORE WITH NEW STRATEGIC GROWTH DOMAINS UNDERWAY TO DRIVE LONG-TERM REVENUE GROWTH AND MARGIN EXPANSION Source: GigaOm 2022; Omdia 2022; AKT Feb 2022 Note: Our guidance is subject to potential downsides and upsides as we continue to address supply chain challenges facing the industry $300–315M
Slide 18: Ceragon's board is far superior than Aviat's hand-picked nominees
CERAGON’S BOARD IS FAR SUPERIOR THAN AVIAT’S HAND-PICKED NOMINEES TO PROTECT THE INTERESTS OF CERAGON’S SHAREHOLDERS
Slide 19: Ceragon's directors are highly qualified with necessary skills and experience
CERAGON’S DIRECTORS ARE HIGHLY QUALIFIED WITH THE NECESSARY SKILLS AND EXPERIENCE TO LEAD THE COMPANY. . . Ira Palti (VC) Former President & CEO, Ceragon Networks Yael Langer General Counsel, RAD Data Communications Rami Hadar Managing Partner, Claridge Israel Shlomo Liran Former CEO, TRE Sweden & D
Slide 20: Proven value creators with decades of experience supporting M&A transactions
. . . AND ARE PROVEN VALUE CREATORS WITH DECADES OF EXPERIENCE SUPPORTING M&A TRANSACTIONS Value Creation / M&A Experience CTP Systems sale to DSP Communications Source: FactSet; BoardEx; Company filings 15 +131% TSR +49% TSR +481% TSR +118% TSR +39% TSR sale to Combox Native Networks sale to Elxys
Slide 21: Aviat's nominees lack the necessary experience and qualifications
AVIAT’S NOMINEES LACK THE NECESSARY EXPERIENCE AND QUALIFICATIONS TO EXECUTE CERAGON’S STRATEGIC VISION . . . Aviat’s Dissident Nominees Michelle Clayman Paul Delson Jonathan Foster Dennis Sadlowski Craig Weinstock Founder, Managing Partner & Chief Investment Officer of New Amsterdam Partners Vice P
Slide 22: Nominated in a "Trojan Horse" manner to control Ceragon's board
. . . AND WERE NOMINATED IN A “TROJAN HORSE” MANNER TO CONTROL CERAGON’S BOARD AND FORCE A LOW-BALL SALE TO AVIAT Aviat’s director nominees do not satisfy the criteria established by our Nomination Committee or that an objective third-party would deem relevant for a telecom company – their 5 directo
Slide 23: We urge shareholders to vote the WHITE card against Aviat's hostile proxy campaign
WE URGE SHAREHOLDERS TO VOTE THE “WHITE CARD” AGAINST AVIAT’S HOSTILE PROXY CAMPAIGN TO TAKE CONTROL OF CERAGON’S BOARD WILL CERAGON CONSIDER ALL OPPORTUNITIES TO ENHANCE SHAREHOLDER VALUE? Ceragon has never been opposed to a transaction that is fairly valued and fully financed IS CERAGON OPPOSED TO
Slide 24: Thank you
THANK YOU