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Reports Q3 revenue $78.6M, consensus $78.48M. CEO Doron Arazi commented: "I'm pleased to report that in Q3, we achieved substantial success in key areas of our business, and made progress on our long-term strategy. Our bookings continued to reach record levels, including growing bookings in North America which are expected to yield high margins. Our focus on fulfillment led to growth in our Q3 revenues coupled with high gross margins. We continue to focus on the conversion of our high backlog to fulfill the growing demand from our customers. In parallel, we continue to see 5G network build-out pipelines, with CSPs and private networks both looking for cost-effective technologies for network upgrades and expanded services. Although the macro economy is unstable and risks associated with component shortages still exist, we are more confident with our long-term strategy and continue with its execution to capitalize on the opportunities ahead."
Ceragon Networks announced that director Yael Langer has decided to resign from her position as a member of the Board, in effect as of the Company's 2022 Annual General Meeting of Shareholders, which will take place on October 3, 2022. As part of the Company's ongoing director refreshment efforts, the Nomination Committee and Board have nominated Efrat Makov to stand for election as an independent director at the Company's 2022 AGM. If elected, Makov will serve the remainder of Langer's three-year term ending on the date of the 2024 Annual General Meeting. With the addition of Makov, the Ceragon Board will continue to be comprised of seven directors, of which five will be considered independent and four will have been added since the 2021 AGM.
Ceragon Networks (CRNT) announced that shareholders have overwhelmingly rejected ALL proposals set forth by Aviat Networks (AVNW) at the company's 2022 Extraordinary General Meeting. Ceragon issued the following statement: "We appreciate the significant support that our Board received from our shareholders. While preparing for the EGM, we have had the opportunity to speak directly with many of our shareholders to discuss Aviat's indication of interest as well as Ceragon's strategy and performance. We are pleased that our shareholders rejected Aviat's attempts to take control of our Board. We believe Ceragon has significant business momentum and upside, and we look forward to putting this proxy contest behind us. As we indicated many times, our Board is focused on maximizing value for all shareholders and remains open to any potential transaction that delivers full, fair and certain value to Ceragon shareholders including a combination with Aviat. At the EGM, at least ~80% of the shares cast on the Company's white proxy card voted AGAINST ALL of Aviat's proposals, and more than 90% voted against most of Aviat's proposals. While the gold proxy card has no legal basis, even combined results, of both the white and gold proxy cards, show that at least ~63% of the shares cast voted AGAINST ALL of Aviat's proposals, and ~75% voted against most of Aviat's proposals. We would also note that Aviat's director nominees received support from less than 15% of total shares outstanding, and less than 10% of total shares outstanding excluding Aviat's stake, on both cards combined. Today's outcome reinforces that Ceragon shareholders recognize that Aviat's indication of interest significantly undervalues Ceragon and that Aviat's attempts to take control of the Ceragon Board are not in the best interest of Ceragon shareholders."
Ceragon Networks (CRNT) issued the following statement with reference to a report issued by Egan-Jones Proxy Services in connection with the Extraordinary General Meeting scheduled to be held on August 23. "We are pleased that Egan-Jones believes that 'voting AGAINST this proposal is in the best interest of the company and its shareholders and has joined Institutional Shareholder Services in recommending that shareholders vote AGAINST all of Aviat's (AVNW) nominees."
Aviat Networks (AVNW) announced that independent proxy advisory firm Glass Lewis has recommended that shareholders of Ceragon Networks (CRNT) vote for the removal of three members of Ceragon's Board of Directors, Yael Langer, Ira Palti, and David Ripstein, at the upcoming Extraordinary General Meeting of Shareholders on August 23. Glass Lewis also recommended that Ceragon shareholders vote for three of Aviat's nominees, Paul Delson, Jonathan F. Foster, and Dennis Sadlowski. In its August 17 report, Glass Lewis questioned the independence and objectivity of the three directors Aviat seeks to remove and questioned the motives behind their refusal to engage with Aviat: "We believe Aviat has identified valid concerns regarding the independence and objectivity of the current Ceragon board...We note further that three of the company's seven directors are either affiliated with the company or are insiders...Ultimately, we are concerned that these apparent conflicts may have manifested themselves in the board's recent evaluation of Aviat's acquisition proposal...we believe Aviat has provided evidence to establish sufficient concern that its advances may have been rebuffed by the Ceragon board for reasons other than what we consider are in the best interests of shareholders...We believe there is suitable cause for investors to support Board change at this time." Glass Lewis also says, "Purely from a valuation perspective, we believe Aviat's revised proposal is sufficiently within a range of fair value to warrant more serious, advanced and constructive discussions...During the five years preceding Aviat's offer, Ceragon delivered a negative return of -16.4%, while Aviat generated a return of 180.8% and the other five peer companies delivered an average return of 63.3%...Were Ceragon shareholders to hitch their wagons to Aviat, which Aviat's proposal enables them to do via the stock component of the offered consideration, they might find themselves better off."
Ceragon Networks (CRNT) issued the following statement as a reminder to shareholders regarding the importance of their vote at the company's Extraordinary General Meeting scheduled to be held next week, on August 23. Ceragon also reminds shareholders to make sure to vote in sufficient time for their proxies to be received, no later than 4:00 pm Israel time on August 22. "Ceragon's EGM is fast approaching and it is important that all shareholders vote as soon as possible "AGAINST" all proposals on the WHITE proxy card. Your vote is important because our competitor, Aviat Networks (AVNW), is seeking to take control of Ceragon's Board with its own hand-picked director nominees to force an expedited sale to Aviat at a low-ball price that lacks sufficient evidence of financing and deal certainty. In recommending AGAINST Aviat's nominees, Institutional Shareholder Services confirmed that Aviat's offer lacks the certainty seen in typical M&A proxy contests. Moreover, many of our shareholders, including our largest shareholder, have expressed support for our Board and believe that Aviat's indication of interest significantly undervalues Ceragon."
Ceragon Networks announced that an operator in North America selected its equipment, software, rollout, and managed services for a large expansion project. The operator is planning to leverage Ceragon's high-band spectrum assets to enhance its 5G service offering, and selected Ceragon for its technology, proven experience, reliability, and comprehensive solution offering - from design to operations and maintenance. This project will further expand Ceragon's market share in North America. Ceragon has already started receiving equipment orders and expects remaining orders to be completed in 2022. Project rollout is expected to start early 2023.
Ceragon Networks announced the appointment of Ronen Stein as the company's new CFO, effective September 21. Stein will report directly to the CEO, Doron Arazi. Most recently, Stein was CFO of Siklu, an Israel-based company in the telecommunications sector.
