Section 7.01 Disclosure of FD Rules.
On August 18, 2022, Aviat Networks, Inc. (“Aviat” or the “Company”) issued a press release announcing that the independent proxy advisory firm Glass, Lewis & Co.
(“Glass Lewis”) recommended to the shareholders of Ceragon Networks Ltd. (NASDAQ: CRNT) (“Ceragon”) to vote for the removal of three members of Ceragon’s Board of Directors (“Board”), Yael Langer, Ira Palti, David Ripstein at the next Extraordinary General Meeting of shareholders of August 23, 2022 (“AGE”). Glass Lewis further recommended Ceragon the shareholders vote for the election of three of the candidates for the positions of director of Aviat at the EGM, namely Paul Delson, Jonathan F. Fosterand Denis Sadlowski. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Section 7.01, including the attached Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liability under this section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of language of general incorporation into such a repository.
Caution Regarding Forward-Looking Statements
The information in this document includes forward-looking statements within the meaning of the safe harbor provisions of the WE Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the proposed transaction between Aviat and Ceragonthe results of the extraordinary general meeting of shareholders of
Ceragon, Ceragon’s actions in connection therewith, and any related potential litigation. 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 senior management regarding the future of its business, future plans and strategies, projections, events and expected trends, the economy and other future 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 include: the impact of COVID-19 on our business, operations and cash flows; the continued erosion of prices and margins due to increased competition in the microwave transmission industry; our ability to realize the anticipated benefits of any proposed or recent acquisition, including our proposed transaction with Ceragon, on schedule or not at all, including the risk that proposed or recent acquisitions will not be successfully integrated; the results of the extraordinary general meeting of Ceragon’s shareholders; 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; customer acceptance of new products; 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 industry combined with carrier and vendor consolidation; 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 currency and interest rate risks; the effects of current and future governmental 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 tariffs, 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 US Securities and Exchange Commission (“SEC”) on August 25, 2021 as well as other reports filed
by Aviat with the SECOND from time to time. Aviat undertakes no obligation to publicly update any forward-looking statement, whether written or oral, for any reason, except as required by law, even if new information becomes available or if other events occur at the future.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Aviat undertakes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unforeseen events, except as required by federal laws securities require it. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements.
This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, securities, nor will there be any sale of securities in the states or jurisdictions in which such offer, sale or barter would be unlawful. prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933 or an exemption therefrom.
As part of any transaction between Aviat and Ceragon which involves the issuance of Aviat shares at Ceragon shareholders, Aviat will file a registration statement with the SECOND. INVESTORS ARE ADVISED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THEREOF AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION . Investors will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once these documents have been filed with the SECONDfree of charge, at DRY website at www.sec.gov.
Item 9.01 Financial statements and supporting documents
Part # Description
99.1 Press release issued by Aviat Networks, Inc. on August 1 8, 2022.
104 Cover page interactive data file (embedded in Inline XBRL document)
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