Aviat Networks, Inc. (NasdaqGS:AVNW) entered into an agreement to acquire Wireless Backhaul Business from NEC Corporation (TSE:6701) for $66.4 million on May 9, 2023. As per the terms of agreement, Aviat Networks will pay $45 million in cash, subject to certain post-closing adjustments, and issue approximately 787,740 shares worth of $25 million. Aviat expects to fully fund the cash portion of the acquisition from committed debt financing. The transaction is Subject to the Conditions being satisfied (or, where applicable, waived) and on the terms of this Agreement: Aviat Networks shall assume and acquire the NEC Corporation's and each such Selling Entity?s right, title and interest in the PASOLINK Marks in accordance with the Trade Mark Assignment Agreement, Aviat Networks will duly and properly perform, assume, pay and discharge when due all Liabilities from and after Completion to the extent arising out of or resulting from the Business, NEC Corporation and its Affiliates shall retain the Excluded Assets, Aviat Networks acknowledges that certain consents to the transactions contemplated by this Agreement may be required from third parties to the Sales Agreements, Supply Agreements, Employment Contracts and Other Transferring Contracts. Aviat will appoint a board member designated by NEC to Aviat's board of directors, helping to ensure the success of the transaction. The transaction has been approved by the board of directors of both companies and is subject to customary closing conditions, including regulatory approvals. The transaction is expected to complete in the third calendar quarter of 2023. As of August 30, 2023, the transaction is expected to close in fourth quarter of 2023. Michael P. Gibson, Michael Kurzer, Hill Wellford, Richard C. Sofield, Sean Becker, Shane M. Tucker, Ephraim (Fry) Wernick, Sarah H. Mitchell, Katherine Terrell Frank, Elizabeth Krabill McIntyre, Brian Howard, David Smith and Allyson Seger of Vinson & Elkins LLP acted as legal advisor to Aviat Networks, Inc. Nick Wall, Taro Nakashima of Allen & Overy acted as legal advisor to NEC Corporation.

Aviat Networks, Inc. (NasdaqGS:AVNW) completed the acquisition of Wireless Backhaul Business from NEC Corporation (TSE:6701) for $75.10 million on November 30, 2023. The fair value of the consideration transferred at the closing of the NEC Transaction was comprised of (i) cash of $32.2 million, and (ii) the issuance of 736,750 shares or $22.3 million of Company common stock. Aggregate consideration transferred at closing was approximately $54.5 million, which is subject to certain post-closing adjustments. The Company estimates additional cash consideration of approximately $22.9 million will be transferred to NEC in the fourth quarter of fiscal 2024, primarily related to settlement of the post-closing working capital adjustment. The Company funded the cash portion of the NEC Transaction with Term Loan borrowings under its Credit Facility.