AUSTIN,
Texas, Nov. 30, 2023 /PRNewswire/ -- Aviat
Networks, Inc. ("Aviat Networks," "Aviat," or the "Company"),
(Nasdaq: AVNW), the leading expert in wireless transport and access
solutions, today announced the completion of its acquisition of the
Wireless Transport Business of NEC Corporation ("NEC"). The
completion of this acquisition significantly increases the scale of
Aviat Networks, enhances the Company's product portfolio with a
greater capability to innovate, and creates a more diversified
business.
"We are pleased to close this transaction and further solidify
our position as the leading wireless transport specialist company,"
said Pete Smith, CEO of Aviat
Networks. "Now with the two businesses' products and services
together, Aviat will be able to offer a superior solution to its
combined customers around the world."
Mr. Smith continued, "We are eager to bring our best-in-class
services and operations to the customers joining Aviat. We are
committed to our goal of providing a better customer experience for
all customers as a result of this transaction. Additionally, we
welcome the employees joining Aviat from NEC. We look forward to
building a great business together."
Aviat will include the acquired Wireless Transport Business in
updated fiscal year 2024 guidance which will be provided in Aviat's
fiscal 2024 second quarter earnings call. The acquired business
will impact only the last month of Aviat's fiscal 2024 second
quarter, which will be reflected in Aviat's next earnings
report.
Aviat Networks previously announced its entry into a definitive
agreement to purchase the assets of NEC's Wireless Transport
Business on May 9, 2023. Updates to
the terms of the agreement, along with the full details of the
final Purchase Agreement, have been filed with the SEC today. The
final purchase price of the transaction was $65.5 million with $42.1
million in cash consideration and $23.4 million in stock consideration. Aviat is
drawing on its previously announced committed debt financing to
fund the cash portion of the transaction. The price per share of
the stock consideration remains fixed at $31.74 per share based on Aviat's 30-day volume
weighted average price prior to the May 9,
2023 definitive agreement. The reduction in purchase price
is a result of a portion of the acquired business that could not be
transferred as originally planned and accounts for approximately 7%
of the previously disclosed $150
million annual run rate revenue expected from the acquired
business.
About Aviat Networks, Inc.
Aviat Networks, Inc. is the
leading expert in wireless transport and access solutions and works
to provide dependable products, services and support to its
customers. With more than one million systems sold into 170
countries worldwide, communications service providers and private
network operators including state/local government, utility,
federal government and defense organizations trust Aviat with their
critical applications. Coupled with a long history of microwave
innovations, Aviat provides a comprehensive suite of localized
professional and support services enabling customers to drastically
simplify both their networks and their lives. For more than 70
years, the experts at Aviat have delivered high performance
products, simplified operations, and the best overall customer
experience. Aviat is headquartered in Austin, Texas. For more information, visit
www.aviatnetworks.com or connect with Aviat Networks on Twitter,
Facebook and LinkedIn.
Aviat Networks Media Contact: Stuart Little,
stuart.little@aviatnet.com
Aviat Networks Investor Relations Contact: Andrew
Fredrickson, andrew.fredrickson@aviatnet.com
Forward-Looking Statements
The information contained in this Current Report on Form 8-K
includes forward-looking statements within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995, including Aviat's beliefs and expectations regarding
the Transaction with NEC, outlook, business conditions, new product
solutions, customer positioning, future orders, bookings, new
contracts, cost structure, profitability in fiscal 2024, process
improvements, plans and objectives of management, realignment plans
and review of strategic alternatives and expectations regarding
future revenue, Adjusted EBITDA, operating income of earnings or
loss per share. 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
"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: disruption the
NEC Transaction may cause to customers, vendors, business partners
and our ongoing business; our ability to integrate the operations
of the acquired NEC Corporation businesses with our existing
operations and fully realize the expected synergies of the NEC
Transaction on the expected timeline; the impact of COVID-19;
disruptions relating to the ongoing conflict between Russia and Ukraine and the conflict in Israel and surrounding areas; continued price
and margin erosion in the microwave transmission industry; the
impact of the volume, timing, and customer, product, and geographic
mix of our product orders; our ability to meet financial covenant
requirements; the timing of our receipt of payment; our ability to
meet product development dates or anticipated cost reductions of
products; our suppliers' inability to perform and deliver on time,
component shortages, or other supply chain constraints; the effects
of inflation; 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
relationship; 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;
the results of our restructuring efforts; the effects of currency
and interest rate risks; the effects of current and future
government regulations; 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; our
ability to realize the anticipated benefits of any proposed or
recent acquisitions; 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; our ability to implement our stock
repurchase program or that it will enhance long-term stockholder
value; and the impact of adverse developments affecting the
financial services industry, including events or concerns involving
liquidity, defaults or non-performance by financial
institutions.
For more information regarding the risks and uncertainties for
Aviat's business, see "Risk Factors" in Aviat's Form 10-K for the
fiscal year ended June 30, 2023 filed with the U.S. Securities
and Exchange Commission ("SEC") on August 30, 2023, as well as
other reports filed by Aviat with the SEC from time to time. Aviat
undertakes no obligation to update publicly any forward-looking
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.
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SOURCE Aviat Networks, Inc.