Acquisition delivers complete offering for
Private Network Operators including Transport, Backhaul, Private
LTE/5G and Unlicensed Wireless Access Solutions
AUSTIN, Texas, and TORONTO, July 5,
2022 /PRNewswire/ -- Aviat Networks, Inc. (NASDAQ: AVNW),
the leading expert in wireless transport solutions, and Redline
Communications Group Inc. ("Redline") (TSX: RDL), a leading
provider in mission-critical data infrastructure, today announced
the completion of the acquisition of Redline by a subsidiary of
Aviat pursuant to a statutory plan of arrangement under the
Canada Business Corporations Act (the "Arrangement"), which
now enables Aviat to offer its customers an integrated end-to-end
offering for wireless access and transport.
The Arrangement reinforces Aviat's stated strategy of expanding
their market leadership and share of wallet in mission-critical and
industrial Private Networks, by leveraging Aviat's sales channel to
address the $8 billion Private LTE/5G
addressable market, as well as Oil & Gas, and Transportation
verticals.
"We are very pleased to close this transaction so that we will
now be able to offer our customers a complete solution, including
Private LTE/5G," said Peter Smith,
CEO of Aviat Networks. "Redline's leading portfolio of industrial
wireless access solutions will enable Aviat to expand our offering
and addressable market globally."
Aviat will include Redline in its FY23 guidance which will be
provided in the next earnings call. Redline was not part of
Aviat during FY22 and will not be included in Aviat's forthcoming
FY22 Q4 results. For clarity, Aviat would like to reaffirm
its previous FY22 guidance of $296-$300 million
in revenue and $37-$39 million in Adjusted EBITDA.
The Redline common shares (the "Common Shares") are expected to
be delisted from the Toronto Stock Exchange (the "TSX") on or about
July 7, 2022 and Redline has made an
application to cease to be a reporting issuer under applicable
Canadian securities law.
Under the terms of the Arrangement, all of the issued and
outstanding Common Shares were acquired by Aviat in exchange for
consideration of CAD$0.90 per Common
Share (approximately USD$0.72 per
Common Share), in an all-cash transaction.
Full details of the Arrangement and certain other matters are
set out in the management information circular of Redline dated
May 18, 2022 (the "Information
Circular"). Registered holders of Common Shares should send their
completed and executed letters of transmittal and Redline share
certificates to the depositary, Computershare Investor Services
Inc., as soon as possible in order to receive the consideration to
which they are entitled to under the Arrangement. A copy of the
letter of transmittal, Information Circular, and other transaction
documentation are available under Redline's profile on SEDAR at
www.sedar.com.
Additional information on the acquisition of Redline can be
found on Aviat's investor relations website at
https://investors.aviatnetworks.com.
About Aviat Networks
Aviat Networks, Inc. is the leading expert in wireless transport
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 Networks is headquartered in Austin, Texas. For more information, visit
www.aviatnetworks.com or connect with Aviat Networks on Twitter,
Facebook and LinkedIn.
About Redline Communications
Redline Communications (TSX:RDL) designs and manufactures
powerful wide-area wireless networks for mission-critical
applications in challenging locations. Redline networks are used by
Oil & Gas companies onshore and offshore, Mining companies on
surface and underground operations, by municipalities to remotely
monitor infrastructure, and by specialized telecom service
providers to deliver premium services. Thousands of businesses
worldwide rely on Redline to engineer, plan and deliver ruggedized,
secure and reliable networks for their IoT, voice, data, and video
communications needs. For more information visit
www.rdlcom.com.
Media Contact: Stuart
Little, Aviat Networks, stuart.little@aviatnet.com
Investor Relations Contact: Andrew Fredrickson, Aviat Networks,
andrew.fredrickson@aviatnet.com
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, and "forward looking information" under the provisions of
Canadian provincial and territorial securities laws. Such
statements include, without limitations, statements regarding the
ability of Redline's leading portfolio of industrial wireless
access solutions to enable Aviat to expand its offering and
addressable market globally; the anticipated date the Common Shares
will be delisted from the TSX; Redline ceasing to be a reporting
issuer under applicable Canadian securities laws and anticipated
impacts of the Arrangement on Redline, Aviat and their customers.
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 and Redline 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;
- 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. For
additional information on the risks and uncertainties for Redline's
business, see Redline's most recently filed Annual Information Form
and Annual Management Discussion & Analysis, which are
available on SEDAR at www.sedar.com and on Redline's website at
www.rdlcom.com. Neither Aviat nor Redline undertakes any 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.
www.aviatnetworks.com
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SOURCE Aviat Networks, Inc.
