Aviat Networks, Inc. (NasdaqGS:AVNW) made a non-binding proposal to acquire remaining 94.96% stake in Ceragon Networks Ltd. (NasdaqGS:CRNT) from JDS Capital Management, Inc. and others for approximately $230 million on June 2, 2022. Aviat made a non-binding proposal to acquire all of the outstanding Ordinary Shares of the Issuer not owned by Aviat for all cash valuing the Ordinary Shares at $2.8 per share. All cash offer funded through cash on hand and debt. The offer is equity value of $235 million and implied enterprise value of $258 million. On August 2, 2022, Aviat submitted a revised nonbinding proposal under which shareholders would receive $2.80 per share in cash and $0.28 per share in equity consideration of Aviat stock. The revised consideration is approximately $240 million. As of July 6, 2022, Aviat Networks issued open letter to Board of Directors of Ceragon Networks requesting an extraordinary general meeting of shareholders for the purposes of removing three current Directors and electing five highly qualified and independent new Directors to better represent the interests of all Ceragon shareholders. The proposal is non-binding and, once structured and agreed upon, would be conditioned upon among other things, the (i) receipt of any required governmental approvals; (ii) confirmatory legal, business, regulatory, accounting and tax due diligence; (iii) the negotiation and execution of definitive agreements providing for the Proposed Transaction; and (iv) completion of anticipated financing. As of July 13, 2022, Aviat Networks Issues Open Letter to Ceragon Networks Shareholders, encourages them to urge Ceragon Board to consider Aviat's premium acquisition proposal. JDS Capital Management, Inc. owning almost 10% of the outstanding common stock of Ceragon Networks, announced that acquisition proposal is well below a fair price for Ceragon's shareholders. JDS Capital Management, Inc. to vote against Aviat's request to remove any of Ceragon's existing directors, and will vote to reject the offer. As of August 8, 2022, Ceragon board of directors has announced its rejection of the bid, the board have decided that it significantly undervalues the company and is not in accord with the interests of Ceragon and its shareholders. The shareholders meeting of Ceragon is scheduled on August 23, 2022. As of August 19, 2022, Egan-Jones has joined Institutional Shareholder Services Inc. in recommending that shareholders vote against all of Aviat's nominees. As of August 23, 2022, the transaction is rejected by shareholders of Ceragon Networks Ltd.

Once a merger agreement is reached, the transaction is expected to close within approximately six months. The transaction is expected to be accretive to Aviat shareholders in the first year. Steve Gill, Michael Gibson and Katherine Frank of Vinson & Elkins LLP and Meitar NY Inc. acted as legal advisors and Okapi Partners LLC acted as information agent for Aviat. Evercore is serving as financial advisor and Shibolet & Co. and Latham & Watkins LLP are serving as legal advisors to Ceragon. Morrow & Co., LLC acted as transfer agent to Ceragon.

Ceragon Networks Ltd. (NasdaqGS:CRNT) terminated the non-binding proposal from Aviat Networks, Inc. (NasdaqGS:AVNW) to acquire remaining 94.96% stake in Ceragon Networks Ltd. (NasdaqGS:CRNT) from JDS Capital Management, Inc. and others on August 8, 2022.