Actelis Networks Announces Major Acquisition: Strategic Expansion into AI Data Center Networking Market

Key Points for Investors

• Actelis Networks (NASDAQ: ASNS) has entered into a binding term sheet to acquire 100% of Exaware Ltd., an Israel-based provider of high-throughput routing, switching, and open networking platforms.
• This is an all-stock transaction, with Exaware shareholders ultimately holding a significant portion of the combined entity.
• The acquisition marks Actelis’ entry into the high-growth, AI-driven data center networking market, leveraging Exaware’s rapidly growing presence in this space.
• The combined company will offer a unified, multi-layer, cyber-hardened networking platform spanning secure edge, aggregation, and data center connectivity—a move designed to accelerate reliable, cost-effective deployment for enterprise, government, and critical infrastructure clients.
• Post-transaction value ratio is approximately 40% attributable to Actelis and 60% to Exaware, subject to third-party valuation and customary fairness opinions.
• Actelis will issue 19.9% of its outstanding common stock to Exaware shareholders at closing, with the balance of consideration in non-voting preferred shares convertible to common stock.
• The transaction is expected to close by May 7, 2026, subject to definitive agreements, board, and regulatory approvals.
• The transaction includes a 60-day no-shop period and break-up fee provisions.

Strategic and Financial Implications

The acquisition of Exaware is a transformative step for Actelis, allowing the company to position itself at the forefront of the rapidly expanding AI and data center networking market. The integration of Exaware’s advanced routing and switching technology with Actelis’ expertise in secure edge connectivity is expected to create a highly competitive end-to-end architecture, addressing unprecedented bandwidth demands fueled by AI adoption and cloud expansion.

The new platform will combine Actelis’ fiber-grade, rapid-deployment connectivity with Exaware’s scalable ExaNOS operating system, delivering high-performance, cyber-hardened networking solutions across telecom, enterprise, defense, federal, and mission-critical data center environments. This positions the combined entity to capitalize on accelerating global demand for AI-driven bandwidth and network modernization.

Leadership Commentary

“The AI era demands a radical rethink of the entire network stack, far beyond the data center alone,” said Tuvia Barlev, CEO of Actelis. “By joining forces with Exaware, we are aligning complementary strengths across edge, aggregation, and core infrastructure. Actelis has built a strong position delivering secure, fiber-grade connectivity at the edge. Integrating Exaware’s software-enabled open platforms delivering high-throughput routing enables us to expand that foundation into a broader, unique, multi-layer architecture positioned to lead the next phase of AI-driven network modernization with a highly cost-effective, rapid deployment offering.”

“Exaware has aggressively expanded its presence in data center networking through high-throughput switching and open networking deployments, while continuing to deliver carrier-grade routing solutions to telecom and infrastructure operators,” said Ronen Hovav, CEO of Exaware. “Combining our platforms with Actelis’ secure edge solutions will create a powerful, highly cost-effective, end-to-end architecture. As bandwidth demand accelerates at an unprecedented pace, the combination positions the company to lead the next wave of AI-driven connectivity transformation.”

Transaction Terms and Shareholder Impact

• All-stock deal: Actelis will acquire 100% of Exaware’s equity, with Exaware shareholders receiving 19.9% of Actelis’ outstanding common stock at closing. The remainder will be in non-voting preferred shares, convertible to common stock (subject to compliance with Nasdaq requirements).
• Lock-up period: Shares issued to Exaware will be subject to a six-month lock-up from the date of conversion of preferred to common stock.
• Closing conditions: The deal is subject to definitive agreements, board approvals for both companies, regulatory approvals, and other standard closing conditions.
• Timeline: Targeted closing date is May 7, 2026.
• No-shop period: There is a 60-day no-shop/no-solicitation period, with a break-up fee payable under specified circumstances.

About the Companies

Actelis Networks, Inc.

Actelis Networks is a market leader in hybrid fiber, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications, including government, ITS, military, utility, rail, telecom, and campus networks. Its “Cyber Aware Networking” initiative includes AI-based cyber monitoring and protection for all edge devices.

Exaware Ltd.

Based in Israel, Exaware develops high-throughput routing, switching, and open networking solutions for data center, telecom, and high-capacity aggregation environments. The company leverages disaggregated IP/MPLS architectures and open networking principles to deliver scalable, performance-driven connectivity.

Forward-Looking Statements

This announcement contains forward-looking statements, including expectations regarding the completion and timing of the proposed acquisition, the anticipated benefits, and the combined company’s future positioning. There is no guarantee the transaction will close as planned or that the expected strategic or financial benefits will be realized. Risks include the need for regulatory and board approvals, integration challenges, and market uncertainties.

Potential Impact on Share Price

This deal is highly likely to be price sensitive: The acquisition will fundamentally reshape Actelis’ market positioning, expand its addressable market, and could lead to significant revenue synergies if integration is successful. The transaction shifts control dynamics (with Exaware shareholders potentially holding a majority post-conversion) and introduces potential dilution for existing shareholders. Investors should monitor for updates on regulatory approvals, deal closing, and integration progress, all of which could impact share valuation.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All forward-looking statements are subject to risks and uncertainties, as detailed in Actelis Networks’ filings with the SEC. Investors should perform their own due diligence and consult with financial advisors before making investment decisions.

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