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8-K - FORM 8-K - AVIAT NETWORKS, INC. | f56894e8vk.htm |
EX-10.1 - EX-10.1 - AVIAT NETWORKS, INC. | f56894exv10w1.htm |
Exhibit 99.1
5200 Great America Parkway Santa Clara, CA 95054 USA phone 1-408-567-7000 www.aviatnetworks.com |
Aviat Networks Announces Settlement Agreement with Ramius LLC
~ Company to nominate one candidate recommended by Ramius to serve on Board of Directors ~
Santa Clara, CA September 15, 2010 Aviat Networks, Inc. (Aviat, Nasdaq: AVNW), a leading
wireless expert in advanced IP network migration, today announced that it has reached a settlement
agreement with Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC (together with
its affiliates, Ramius).
Under the terms of the settlement agreement, Aviat Networks will include one candidate recommended
by Ramius as a nominee on managements slate for election at the Annual Meeting. The nominee would
serve as an independent director of the Company. Aviat Networks Board of Directors will consist
of eight directors, seven of which will be independent. The Aviat Networks 2010 Annual Meeting
will be held on November 9, 2010, at the Companys headquarters in Santa Clara, California.
Ramius, which beneficially owns approximately 7.6% of Aviat Networks outstanding shares, has
agreed to vote its shares in favor of each of the Boards nominees at the 2010 Annual Meeting and
has agreed to certain, limited standstill restrictions.
We believe that open dialogue with our shareholders is essential as we continue to execute our
restructuring plan and outline our strategic vision for Aviat Networks, said Chuck Kissner,
Chairman and CEO of Aviat Networks. Ramius is an important investor and we believe that this
agreement aligns the interests of management and all of Aviat Networks shareholders. We expect
the Ramius nominee will be an asset to the Company and we look forward to working with him as we
continue building out a platform to drive sustainable, profitable revenue growth and enhanced
shareholder value through innovation, prudent cost management and operational excellence.
Peter A. Feld, Managing Director of Ramius, added, We are pleased to have worked constructively
with Aviat Networks with the shared goal of enhancing value for all shareholders. With the recently
announced management change and cost reduction initiatives, we believe the Company is on track to
significantly improve operating performance and profitability. We are confident that our nominee
will provide valuable insight as the Company drives towards the goal of generating profitable
growth.
About Ramius LLC
Ramius LLC is an investment advisor that manages assets in a variety of alternative investment
strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg,
Tokyo, Hong Kong and Munich.
About Aviat Networks, Inc.
Aviat Networks, Inc. (Nasdaq: AVNW), previously known as Harris Stratex Networks, Inc. is a leading
wireless expert in advanced IP network migration, building the foundation for the 4G/LTE broadband
future. We offer best-of-breed wireless transmission solutions including LTE-ready microwave
backhaul and a complete portfolio of essential service options that enable wireless public and
private telecommunications operators to deliver advanced data, voice and video and mobility
services around the world. Aviat Networks is agile and adaptive to anticipate whats coming to help
our customers make the right choices, and our products and services are designed for flexible
evolution, no matter what the future brings. With global reach and local presence on the ground we
work by the side of our customers, allowing them to quickly and cost effectively seize new market
and service opportunities, while managing migration toward an all- IP future. For more information,
please visit www.aviatnetworks.com or join the dialogue at www.twitter.com/aviatnetworks.
Forward-Looking Statements
The information contained in this document includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act
and Section 27A of the Securities Act. All statements, trend analyses and other information
contained herein about the markets for the services and products of Aviat Networks and trends in
revenue, as well as other statements identified by the use of forward-looking terminology,
including anticipated, believe, plan, estimate, expect, goal, will, see,
continues, delivering, view, and intend, or the negative of these terms or other similar
expressions, constitute forward-looking statements. These forward-looking statements are based on
estimates reflecting the current beliefs of the senior management of Aviat Networks. These
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. Important factors that could cause actual results to
differ materially from estimates or projections contained in the forward-looking statements include
the following:
| continued weakness in the global economy affecting customer spending; | ||
| continued price erosion as a result of increased competition in the microwave transmission industry; | ||
| the impact of the volume, timing and customer, product and geographic mix of our product orders may have an impact on our operating results; | ||
| our ability to maintain projected product rollouts, product functionality, anticipated cost reductions or market acceptance of planned products; | ||
| retention of our key personnel; | ||
| our ability to achieve business plans for Aviat Networks; | ||
| our ability to manage and maintain key customer relationships; | ||
| uncertain economic conditions in the telecommunications sector combined with operator and supplier consolidation; | ||
| our future litigation costs and expenses; | ||
| the ability of our subcontractors to perform or our key suppliers to manufacture or deliver material; | ||
| the timing or our receipt of payment or products or services from our customers; | ||
| our failure to protect our intellectual property rights or defend against intellectual property infringement claims by others; | ||
| the effects of currency and interest rate risks; and | ||
| the impact of political, economic and geographic risks on international sales. |
For more information regarding the risks and uncertainties for our business, see Risk Factors in
our form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on September 9, 2010
as well as other reports filed by Aviat Networks, Inc., previously known as Harris Stratex
Networks, Inc., with the SEC from time to time. Aviat Networks undertakes no obligation to update
publicly any forward-looking statement for any reason, except as required by law, even as new
information becomes available or other events occur in the future.
###
Contacts:
Investors: Candace Lattyak, Aviat Networks, 408-567-7121, candace.lattyak@aviatnet.com
Media: Cynthia Johnson, Aviat Networks, 408-550-3321, cynthia.johnson@aviatnet.com
Media: Cynthia Johnson, Aviat Networks, 408-550-3321, cynthia.johnson@aviatnet.com