Gilat Announces Changes in Board of Directors; Mr. Amiram Levinberg Named CEO and Chairman of the Board
July 18 2005 - 10:27AM
Business Wire
Gilat Satellite Networks Ltd. (NASDAQ: GILTF) today announced
changes in its board of directors and management, including the
nomination of Mr. Amiram Levinberg as the Company's Chairman of the
Board and Chief Executive Officer. The announced changes were made
in connection with Bank Hapoalim informing the Company that it has
completed the sale of its $70.4 million loan and the corresponding
warrant to York Capital Management. In addition, Bank Hapoalim has
granted to York an option to purchase 1,000,809 of its
approximately 3.3 million Gilat shares. At the same time, Bank
Hapoalim sold an additional 1,250,000 shares to Mivtach Shamir
Holdings Ltd. Bank Hapoalim and Mivtach Shamir agreed to provide
York with a proxy to vote all of these approximately 3.3 million
Gilat shares as part of the transaction. The proxy is to remain
valid until the earlier of two years from the closing and the date
upon which such shares are sold. York Capital Management is an
investment fund headquartered in New York City with approximately
$6 billion in assets. York was founded in 1991 and specializes in
value oriented and event driven equity and credit investments.
Mivtach Shamir Holdings Ltd. is an investment company traded on the
Tel-Aviv stock exchange that focuses on investments in areas such
as technology, communications, real-estate and venture capital. In
connection with the transaction, six existing members of the Board
resigned and new directors were appointed. The resigning directors
include Gilat's Chairman and Chief Executive Officer, Mr. Shlomo
Rodav, as well as Robert Bednarek, Pinchas Buchris, Gideon
Chitayat, Abraham Neyman, and external director, Ms. Linda Harnevo.
External director Mr. Haim Benjamini will continue to serve on the
Company's board. In addition to Mr. Benjamini and joining the
Company's board of directors is chairman of the board Mr. Amiram
Levinberg, co-founder and President of Gilat from 1995-2003; Mr.
Jeremy Blank, vice president of York Capital Management and former
vice president within Morgan Stanley's fixed income and investment
banking departments; Dr. Udi Ganani, Chairman of the board of
Aeronautics Defense Systems and former Chief Executive Officer of
Israel Military Industries Ltd.; Ms. Karen Sarid, General Manager
of Orex Computed Radiography Ltd., a Kodak company and former Chief
Financial Officer and Board member of Foresoft Ltd., a subsidiary
of the Formula Group; and Mr. Izhak Tamir, President and Director
of Orckit Communications Ltd. In accordance with the Israeli
Companies Law, the appointment of Mr. Levinberg as both CEO and
Chairman of the Board is subject to shareholder approval. The
Company also announced that it intends to convene a special
shareholders meeting on August 30, 2005. Among the items on the
agenda will be the re-election of the new members of the Company's
Board of Directors, the appointment of Amiram Levinberg as chairman
of the board and chief executive officer, and the nomination of Ms.
Leora Meridor, as external director to replace Ms. Linda Harnevo.
Ms. Meridor has served as the chairman of Bezeq International since
January 2001. Amiram Levinberg, Gilat's new chairman of the board
said: "I want to thank Shlomo Rodav for his devoted service to the
Company. Shlomo deserves substantial credit for the significant
re-organization process Gilat has undergone during the past two
years. Such process has been instrumental in the stabilization of
the Company." Mr. Levinberg added: "Today's market is more
competitive and the goal of achieving profitability and growth has
become increasingly challenging. I am returning home to the company
I was privileged to co-found with a new mission: to re-strengthen
Gilat's market position, extend its technological leadership and
leverage the Company into new markets and service offerings. I know
I have a great team working with me in pursuing these goals." About
Gilat Satellite Networks Ltd. Gilat Satellite Networks Ltd.
(Nasdaq: GILTF) is a leading provider of products and services for
satellite-based communications networks. The Company operates under
two business units: (i) Gilat Network Systems ("GNS"), which is a
provider of network systems and associated professional services to
service providers and operators and (ii) Spacenet, which provides
managed services for businesses and governments through its
Connexstar service brand, for consumers through its StarBand
service brand and for rural communities through Spacenet Rural
Communications. Gilat was founded in 1987 and has shipped over
550,000 Very Small Aperture Terminals (VSATs) to more than 80
countries across six continents. Gilat's headquarters is located in
Petah Tikva, Israel. The Company has 14 local offices and 3 service
facilities worldwide. Gilat markets the SkyEdge (TM) Product Family
which includes the SkyEdge(TM) Pro, SkyEdge(TM) IP, SkyEdge(TM)
Call, SkyEdge(TM) DVB-RCS and SkyEdge(TM) Gateway. In addition, the
Company markets numerous other legacy products. Visit Gilat at
www.gilat.com. Certain statements made herein that are not
historical are forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "estimate",
"project", "intend", "expect", "believe" and similar expressions
are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and
uncertainties. Many factors could cause the actual results,
performance or achievements of Gilat to be materially different
from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements, including,
among others, changes in general economic and business conditions,
inability to maintain market acceptance to Gilat's products,
inability to timely develop and introduce new technologies,
products and applications, rapid changes in the market for Gilat's
products, loss of market share and pressure on prices resulting
from competition, introduction of competing products by other
companies, inability to manage growth and expansion, loss of key
OEM partners, inability to attract and retain qualified personnel,
inability to protect the Company's proprietary technology and risks
associated with Gilat's international operations and its location
in Israel. For additional information regarding these and other
risks and uncertainties associated with Gilat's business, reference
is made to Gilat's reports filed from time to time with the
Securities and Exchange Commission.
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