Ceragon Networks Ltd. · NASDAQ:CRNT
Ceragon Networks — Proxy Contest (July 2022)
22 slides from Ceragon Networks's proxy contest presentation, Jul 18, 2022
Slide 1: July 2022 Investor Update
July | 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: Ceragon's Value Is Significantly Greater Than Aviat's Opportunistic Indication of Interest
CERAGON’S VALUE IS SIGNIFICANTLY GREATER THAN Aviat’s OPPORTUNISTIC INDICATION OF INTEREST Aviat has not delivered a real offer but a “Trojan Horse”, low-ball indication of interest (IOI) No financing commitments or adequate deal protections Low-ball “price” has been reduced and can be reduced again
Slide 4: 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 OF CERAGON SHAREHOLDERS AVIAT’S INDICATION IS UNDERVALUED AND OPPORTUNISTICALLY TIMED Low-ball indication does not reflect Ceragon’s business trajectory 2 AVIAT’S “TROJAN HORSE” HOSTILE CAMPAIGN VIOLATES CERAGON’S ARTICLES Aviat’s hand-pic
Slide 5: Aviat's Indication Is Not a Real Offer
AVIAT’S INDICATION IS NOT A REAL OFFER 1 3 Aviat’s “offer” is merely an indication No legal, binding commitment to buy Ceragon’s shares at $2.80 per share Any of their “terms” are subject to change, as they have done previously by dropping the price versus their November indication Aviat wants to be
Slide 6: Aviat's Undervalued Indication Was Opportunistically Timed
AVIAT’S UNDERVALUED INDICATION WAS OPPORTUNISTICALLY TIMED . . . 4 2 Aviat timed their public approach to present a seemingly compelling premium In reality, financial markets are in turmoil – particularly for the telecom sector – and Aviat launched their hostile attack when Ceragon was trading near
Slide 7: And Research Analysts Agree
. . . AND RESEARCH ANALYSTS AGREE “Aviat’s proposed acquisition of Ceragon faces a complicated approval process and would come with a high degree of execution risk” “We view Ceragon as positioned to benefit from increased wireless broadband traffic, 4G-LTE expansion, and ramping 5G demand . . . [and
Slide 8: Aviat Has Launched a Trojan Horse Hostile Campaign That Violates Ceragon's Articles
AVIAT HAS LAUNCHED A “TROJAN HORSE” HOSTILE CAMPAIGN THAT VIOLATES CERAGON’S SHAREHOLDER APPROVED ARTICLES Not only is Aviat not permitted to add five directors at the EGM, they also have selected unqualified director candidates with little regard for Ceragon’s business – their 5 director candidates
Slide 9: Ceragon Is Positioned to Accelerate Revenue Growth and Enhance Margins
CERAGON IS POSITIONED TO Accelerate REVENUE Growth AND ENHANCE MARGINS . . . 9% 15% STRONG FOUNDATIONAL CORE BUSINESS EXPANDED GROWTH VECTORS 4G and 5G software and hardware solutions with deep penetration of Tier 1 and Tier 2 customers Prominent global independent wireless transport vendor Strong i
Slide 10: Customers Select Ceragon as a Trusted, Tech-Advanced Provider
CUSTOMERS SELECT CERAGON AS A TRUSTED, TECH-ADVANCED PROVIDER . . . AS 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 Rece
Slide 11: Strong Underlying Industry Growth Trends in Core Business
STRONG UNDERLYING INDUSTRY GROWTH TRENDS IN CORE BUSINESS 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 /
Slide 12: Ceragon's 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 . . . 4 10 Market Share of U.S. Tier 1 Licensed Links (2022 YTD) Ceragon North American Bookings as a % of Total Book
Slide 13: Track Record of Developing Superior Proprietary Technology
TRACK RECORD OF DEVELOPING SUPERIOR PROPRIETARY TECHNOLOGY, EXPECTED TO DRIVE CONTINUED GROWTH AND MARGIN EXPANSION Superior, in-house technology capabilities serve customer needs with customizable solutions New, advanced technologies already gaining traction First to market with virtual indoor unit
Slide 14: Substantial Business Momentum Through 2023E
Substantial BUSINESS MOMENTUM Through 2023E,Substantial Value Creation 4 BUSINESS MOMENTUM DESPITE DELIVERY CHALLENGES Strong bookings of $179MM of 1H2022 Substantial 37% increase in 2Q’22 North America bookings versus 1Q’22 Recent wins with large customers including Dish and a Tier 1 wireless provi
Slide 15: Strong Core with New Strategic Growth Domains Underway
4 13 STRONG CORE WITH NEW STRATEGIC GROWTH DOMAINS UNDERWAY TO DRIVE LONG-TERM REVENUE GROWTH AND MARGIN EXPANSION Managed Services & Software Tools North American Infrastructure Technological Innovation Cell Site Routing Supply Chain Normalization Growing recurring revenue stream with high predicta
Slide 16: Ceragon's Highly Qualified Board Thoroughly Evaluated Aviat's Indication
CERAGON’S HIGHLY QUALIFIED BOARD THOROUGHLY EVALUATED AVIAT’S INDICATION IN THE BEST INTEREST OF CERAGON SHAREHOLDERS Ceragon’s Board is comprised of directors with track records of successfully evaluating and executing public company M&A transactions All directors have relevant industry and public
Slide 17: We Urge Shareholders to Vote Against Aviat's Hostile Proxy Campaign
WE URGE SHAREHOLDERS TO VOTE AGAINST AVIAT’S HOSTILE PROXY CAMPAIGN TO TAKE CONTROL OF CERAGON’S BOARD Ceragon has substantial business momentum and has gained market share $179MM of bookings in 1H’22 driven by growth in North America Aviat’s indication of interest significantly undervalues Ceragon
Slide 18: Thank You
THANK YOU
Slide 19: Appendix
APPENDIX
Slide 20: Ceragon Has a Highly Qualified Board of Directors
CERAGON HAS A HIGHLY QUALIFIED BOARD OF DIRECTORS . . . Over 40 years of direct TMT leadership experience Co-Founder of the RAD Group, where he established over 20 independent companies that develop, manufacture and provide market solutions to segments of the TMT industry Known as the Father of Isra
Slide 21: With the Necessary Skills and Experience to Lead the Company
. . . WITH THE NECESSARY SKILLS AND EXPERIENCE TO LEAD THE COMPANY Telecom Experience Public Company Board C-Suite Executive Operating M&A / Strategic Alternatives Zohar Zisapel (C) P P P P P Ira Palti P P P P P Rami Hadar P P P P P Yael Langer P P P Shlomo Liran P P P P David Ripstein P P P P P Ila
Slide 22: Ceragon Has Recently Been Awarded a Number of Highly Valuable Contract Wins
CERAGON HAS RECENTLY BEEN AWARDED A NUMBER OF HIGHLY VALUABLE CONTRACT WINS February 24, 2022 September 20, 2021 Ceragon Selected to Provide Connectivity to Remote Indonesian Islands and Regions December 7, 2021 Ceragon Networks and IP Infusion Partner to Deliver Industry’s First Radio-Aware Disaggr