Blog: AVIAT NETWORKS, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On July 28, 2022, Aviat Networks, Inc. (“Aviat” or the “Company”) issued a press
release with an open letter to the shareholders (the “Shareholders”) of Ceragon
Networks Ltd. (NASDAQ: CRNT) (“Ceragon”) urging, among other things, that the
Shareholders vote for the new independent director nominees proposed by Aviat at
an extraordinary meeting of Ceragon shareholders, which Aviat called for on June
27th (U.S.) / June 28th (Israel), 2022. The press release further details the
qualifications and independence of the the director nominees. A copy of the
press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 hereto, 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 the
liabilities under that 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 any general incorporation language in such filing.

Cautionary Statement Regarding Forward-Looking Statements

The information contained in this document includes forward-looking statements
within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Such statements include, without limitations,
statements regarding the proposed transaction between Aviat and Ceragon, the
results of the requested extraordinary general meeting of shareholders of
Ceragon, Ceragon’s actions in connection therewith, and any potential related
litigation. All statements, trend analyses and other information contained
herein regarding the foregoing beliefs and expectations, as well as about the
markets for the services and products of Aviat and trends in revenue, and other
statements identified by the use of forward-looking terminology, including,
without limitation, “anticipate,” “believe,” “plan,” “estimate,” “expect,”
“goal,” “will,” “see,” “continue,” “delivering,” “view,” and “intend,” or the
negative 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 the
senior management of Aviat regarding the future of its business, future plans
and strategies, projections, anticipated events and 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 in this document. Therefore, you should not rely on
any of these forward-looking statements. Important factors that could cause
actual results to differ materially from estimates or projections contained in
the forward-looking statements include the following: the impact of COVID-19 on
our business, operations and cash flows; continued price and margin erosion as a
result of increased competition in the microwave transmission industry; our
ability to realize the anticipated benefits of any proposed or recent
acquisitions, including our proposed transaction with Ceragon, within the
anticipated timeframe or at all, including the risk that proposed or recent
acquisitions will not be integrated successfully; the results of the
extraordinary general meeting of Ceragon’s shareholders; the impact of the
volume, timing, and customer, product, and geographic mix of our product orders;
the timing of our receipt of payment for products or services from our
customers; our ability to meet projected new product development dates or
anticipated cost reductions of new products; our suppliers’ inability to perform
and deliver on time as a result of their financial condition, component
shortages, the effects of COVID-19 or other supply chain constraints; the
effects of inflation and the timing and extent of changes in the prices and
overall demand for and availability of our inputs; customer acceptance of new
products; the ability of our subcontractors to timely perform; weakness in the
global economy affecting customer spending; retention of our key personnel; our
ability to manage and maintain key customer relationships; uncertain economic
conditions in the telecommunications sector combined with operator and supplier
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 use our net operating loss
carryforwards; the effects of currency and interest rate risks; the effects of
current and future government regulations, including the effects of current
restrictions on various commercial and economic activities in response to the
COVID-19 pandemic; general economic conditions, including uncertainty regarding
the timing, pace and extent of an economic recovery in the United States and
other countries where we conduct business; the conduct of unethical business
practices in developing countries; the impact of political turmoil in countries
where we have significant business; the impact of tariffs, the adoption of trade
restrictions affecting our products or suppliers, a United States withdrawal
from or significant renegotiation of trade agreements, the occurrence of trade
wars, the closing of border crossings, and other changes in trade regulations or
relationships; and Aviat’s ability to implement our stock repurchase program or
the extent to which it enhances long-term stockholder value.

For more information regarding the risks and uncertainties for Aviat’s business,
see “Risk Factors” in Aviat’s Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on August 25, 2021 as well as other
reports filed by Aviat with the SEC from time to time. Aviat does not undertake
any obligation to update publicly any forward-looking

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statement, whether written or oral, for any reason, except as required by law,
even as new information becomes available or other events occur in 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 does not assume any
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 unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.

Additional Information

This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor will there be
any sale of securities in any states or jurisdictions in which such offer or
sale or exchange would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities will be
made except by means of a prospectus meeting the requirements of section 10 of
the Securities Act of 1933 or an exemption therefrom.

In connection with any transaction between Aviat and Ceragon that involves the
issuance of Aviat shares to the Ceragon shareholders, Aviat will file a
registration statement with the SEC. INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT
MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE 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 such documents are filed with the SEC, without charge, at the SEC’s web
site at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 Press Release, issued by Aviat Networks, Inc. on July 2 8 ,
2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)

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