The arrangement reinforces Aviat’s stated strategy to expand its market leadership and share of wallet in critical and industrial private networks, leveraging Aviat’s sales channel to meet $8 billion LTE/5G private addressable market, as well as the oil & gas and transportation verticals.
“We are very pleased to close this transaction so that we can now offer our customers a complete solution, including Private LTE/5G,” said Peter Smith, CEO of Aviat Networks. “Redline’s leading portfolio of industrial wireless access solutions will allow Aviat to expand our offering and our addressable market globally.
Aviat will include Redline in its FY23 guidance that will be provided in the next earnings call. Redline was not part of Aviat in FY22 and will not be included in Aviat’s upcoming FY22 fourth quarter results. For greater clarity, Aviat would like to reaffirm its previous FY22 guidance of $296–$300 million in revenue and $37–$39 million in adjusted EBITDA.
The common shares of Redline (the “Common Shares”) are scheduled to be delisted from the Toronto Stock Exchange (the “TSX”) on or about July 7, 2022 and Redline has applied to cease to be a reporting issuer under applicable Canadian securities laws.
Pursuant to the Arrangement, all of the issued and outstanding Common Shares were acquired by Aviat in exchange for consideration of CA$0.90 per ordinary share (approximately $0.72 per common share), in an all-cash transaction.
Full details of the Arrangement and certain other matters are set forth in Redline’s management information circular dated May 18, 2022 (the “Information Circular”). Registered holders of Common Shares should send their completed and signed Letters of Transmittal and their Redline Share certificates to the depositary, Computershare Investor Services Inc., as soon as possible in order to receive the consideration to which they are entitled under the ‘arrangement. A copy of the Letter of Transmittal, Information Circular and other documents relating to the transaction are available under Redline’s profile on SEDAR at www.sedar.com.
Additional information about the Redline acquisition is available on Aviat’s Investor Relations website at https://investors.aviatnetworks.com.
About Aviat Networks
Aviat Networks, Inc. is the leading expert in wireless transport solutions and strives to provide reliable products, services and support to its customers. With over one million systems sold in 170 countries worldwide, communications service providers and private network operators, including national/local governments, utilities, federal government and defense organizations , trust Aviat for their critical applications. Coupled with a long history of microwave innovation, Aviat offers a comprehensive suite of localized professional and support services that help customers dramatically simplify their networks and their lives. For over 70 years, Aviat’s experts have delivered high performance products, simplified operations and the best overall customer experience. Aviat Networks is headquartered in Austin, TX. For more information, visit www.aviatnetworks.com or connect with Aviat Networks on Twitter, Facebook and LinkedIn.
About Redline Communications
Redline Communications (TSX:RDL) designs and manufactures powerful wide area wireless networks for mission-critical applications in harsh locations. Redline networks are used by onshore and offshore oil and gas companies, surface and underground mining companies, municipalities to remotely monitor infrastructure, and specialist telecommunications service providers to deliver premium services. Thousands of enterprises around the world trust Redline to design, plan and deliver robust, secure and reliable networks for their IoT, voice, data and video communications needs. For more information, visit www.rdlcom.com.
Media Contact: Stuart LittleAviat networks, [email protected]
Contact with Investor Relations: Andrew FredericksonAviat networks, [email protected]
Information contained herein includes forward-looking statements within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995, and “forward-looking information” under the provisions of Canadian provincial and territorial securities laws. These statements include, but are not limited to, statements regarding the ability of Redline’s leading portfolio of industrial wireless access solutions to enable Aviat to expand its offering and addressable market globally; the expected date on which the Common Shares will be delisted from the TSX; Redline ceases to be a reporting issuer under applicable Canadian securities laws and the expected impact of the Arrangement on Redline, Aviat and their customers. All statements, trend analyzes and other information contained herein regarding the aforementioned beliefs and expectations, as well as the markets for Aviat’s services and products and revenue trends, and other statements identified through the use of forward-looking terminology, including but not limited to “anticipate”, “believe”, “plan”, “estimate”, “expect”, “goal”, “will”, “see”, “continue “, “deliver”, “see” and “intend””, or the negative form of these terms or other similar expressions, constitute forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance.Instead, forward-looking statements are based on estimates reflecting the current beliefs, expectations and assumptions of Aviat’s and Redline’s senior management regarding the future of its business, future plans and strategies, his projects ments, anticipated events and trends, economic and other future information. conditions. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various important factors, including those set forth herein. Accordingly, you should not rely on any such forward-looking statements. Important factors that could cause actual results to differ materially from the estimates or projections contained in the forward-looking statements are as follows:
- The impact of COVID-19 on our business, operations and cash flow;
- Continued price and margin erosion due to increased competition in the microwave transmission industry;
- The impact of the volume, timing and customer, product and geographic distribution of our product orders;
- When we receive payment for products or services from our customers;
- Our ability to meet anticipated new product development dates or anticipated new product cost reductions;
- The inability of our suppliers to perform and deliver on time due to their financial condition, component shortages, effects of COVID-19, or other supply chain constraints;
- The effects of inflation and the timing and magnitude of changes in prices and aggregate demand and availability of our inputs;
- Acceptance of new products by customers;
- The ability of our subcontractors to perform in a timely manner;
- Weakness in the global economy affecting customer spending;
- Retention of our key personnel;
- Our ability to manage and maintain relationships with our key customers;
- Uncertain economic conditions in the telecommunications sector combined with the consolidation of operators and suppliers;
- Our failure to protect our intellectual property rights or defend against intellectual property infringement claims by others;
- The results of our restructuring efforts;
- The ability to preserve and utilize our net operating losses carried forward;
- The effects of foreign exchange and interest rate risks;
- The effects of current and future government regulations, including the effects of current restrictions on various business and economic activities in response to the COVID-19 pandemic;
- General economic conditions, including uncertainty about the timing, pace and depth of an economic recovery in United States and other countries where we do business;
- The conduct of unethical business practices in developing countries;
- The impact of political unrest in countries where we have significant operations;
- The impact of customs duties, the adoption of trade restrictions affecting our products or our suppliers, a United States the withdrawal or material renegotiation of trade agreements, the occurrence of trade wars, the closure of border crossings and other changes in regulations or trade relations; and
- Aviat’s ability to implement our share buyback program or the extent to which it enhances long-term shareholder value.
For additional information regarding risks and uncertainties to Aviat’s business, see “Risk Factors” in Aviat’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). United States on August 25, 2021 as well as other reports filed by Aviat with the SEC from time to time. For additional information on risks and uncertainties relating to Redline’s business, see the most recent Annual Information Form and Annual MD&A filed by Redline, which are available on SEDAR at www.sedar.com and on Redline’s website. at www.rdlcom.com. Neither Aviat nor Redline undertakes to publicly update any forward-looking statement, written or oral, for any reason, except as required by law, even if new information becomes available or if other events occur. produce in the future.
SOURCEAviat Networks, Inc.