Exhibit A
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AVIAT’S HOSTILE TAKEOVER ATTEMPT IS NOT IN THE BEST INTEREST OF CERAGON SHAREHOLDERS 01// 02// 03// 04// 05// Aviat’s indication is not a real offer Aviat’s indication is undervalued and opportunistically timed Aviat’s “Trojan Horse” hostile campaign violates Ceragon’s Articles Ceragon has strong business momentum and initiatives are taking hold Ceragon’s Board is committed to maximizing shareholder value Aviat’s “offer” is merely an indication of interest without firm financing or deal certainty Low-ball indication does not reflect Ceragon’s value or business momentum Aviat is seeking to take control of Ceragon to execute a sale at a low-ball price; however, Ceragon’s Articles do not permit the appointment of five directors at this EGM Strong backlog accumulation and new growth initiatives are expected to drive revenue growth and margin expansion Will consider all opportunities to enhance shareholder value, including a combination with Aviat, that delivers full, fair and certain value CERAGON IS POSITIONED TO DELIVER SIGNIFICANTLY GREATER VALUE THAN AVIAT’S INDICATION Significant Business Momentum #1 $179MM 37% Advanced & Differentiated Technology Recently launched first virtual indoor unit in the market 2021 Global Share of Best-of- Breed Solutions (units) Bookings in H1’22, of which $39MM is from North America, one of the largest markets increase in 2Q’22 North America bookings versus 1Q’22 New IP-50 products expected to be launched in 2023 targeting ~40% reduced BOM costs Next-gen System-on-Chip (SOC) expected to be three years ahead of the market 5-Year Target Revenue of ~$500MM and Gross Margin Target of At Least 34-36% SETTING THE RECORD STRAIGHT
![](https://capedge.com/proxy/6-K/0001178913-22-002694/exhibit_aslide4.jpg)
DESPITE AVIAT’S MISLEADING CLAIMS HERE ARE THE FACTS: CERAGON’S HIGHLY QUALIFIED BOARD THOROUGHLY EVALUATED AVIAT’S INDICATION AND DETERMINED IT IS NOT IN THE BEST INTEREST OF CERAGON SHAREHOLDERS We will consider any viable path to enhance shareholder value Since 2017, Ceragon has met with Aviat multiple times over multiple years in good faith (including as recently as last month) We are open to a potential transaction with Aviat that delivers full, fair and certain value Ceragon’s Articles do not permit the appointment of five directors at this EGM In the event that the removal of all three directors, as requested by Aviat, is approved, only up to three new directors may be appointed to fill any vacancies created No relevant telecom expertise No compelling board expertise – three with no board experience, one over-boarded and one destroyed value on his only board Hand-picked nominees should not be negotiating on behalf of Ceragon’s shareholders All directors have telecom and public company board expertise 6 of 7 directors have C-suite executive and operational experience 6 of 7 directors have private and public company M&A experience Recently refreshed with the addition of three independent directors at last year’s AGM Indication significantly undervalues Ceragon supported by precedent transactions and equity analyst price targets Our largest and independent shareholder, Joseph D. Samberg (Founder and CEO of JDS Capital), also believes that Aviat’s indication of interest is well-below the Company’s value If Aviat takes control of the Board, Aviat can reduce their price (again), execute a deal that allows Aviat to walk away if unable to secure financing and destroy Ceragon from inside the Boardroom CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Ceragon intends forward-looking terminology, such as believes, expects, may, will, should, anticipates, plans or similar expressions to identify forward-looking statements, or other comparable terminology, although not all forward-looking statements contain these identifying words. Such statements are subject to certain risks and uncertainties, which could cause Ceragon’s actual results to differ materially from those projected in such forward-looking statements. Such risks and uncertainties include, but are not limited to, those that are described in Ceragon’s most recent Annual Report on Form 20-F and as may be supplemented from time to time in Ceragon’s other filings with the SEC, all of which are expressly incorporated herein by reference. Forward-looking statements relate to the date initially made, and Ceragon undertakes no obligation to update them. Ceragon’s public filings are available on the Securities and Exchange Commission’s website at www.sec.gov, and may also be obtained from Ceragon’s website at www.ceragon.com. 01// Committed to Maximizing Campaign