PETAH TIKVA, Israel -- Gilat Satellite Networks Ltd. (“Gilat”) (NASDAQ and Tel Aviv Stock Exchange: GILT - News News), a leading global provider of products and services for satellite-based communications networks, today announced that it has entered into a definitive merger agreement for the Company to be acquired by a consortium of private equity investors that includes The Gores Group LLC, Mivtach Shamir Holdings Ltd., companies affiliated with Roy Ben-Yami, Ami Lustig and Eytan Stibbe and DGB Investments, Inc. in a transaction valued at approximately $475 million. Under the terms of the agreement, Gilat shareholders will receive $11.40 per share in cash at closing, representing a premium of approximately 38% over Gilat’s average closing share price during the 30 trading days ended April 25, 2007, the day in which Mivtach Shamir Holdings Ltd. issued a formal offer to the board of directors of Gilat to purchase 100% of the Company’s shares. There is no financing condition to the obligations of the buyers to consummate the transaction.

The Board of Directors of Gilat approved the agreement and recommended that Gilat’s shareholders vote in favor of the transaction. The closing of the transaction is subject to shareholder approval, certain regulatory approvals and other customary closing conditions. It is currently anticipated that the transaction will be consummated by September 2008. Upon the closing of the transaction, Gilat’s ordinary shares would no longer be traded on NASDAQ or the Tel Aviv Stock Exchange

Amiram Levinberg, Chairman of the Board and Chief Executive Officer of Gilat, said, “We believe that this acquisition presents our shareholders, customers, employees and partners with an exciting opportunity. Our Board of Directors has always focused on long term shareholder value. In the last eleven months, we have evaluated our strategy going forward and after careful and thorough analysis, and with the completion of extensive negotiations with the buyers, the Board of Directors has decided to endorse this transaction as being in the best interest of our shareholders and recommends that it be approved by them. We believe that this transaction recognizes the value of Gilat’s strong market position and product portfolio, while providing our shareholders with an attractive cash offer. As we move from a public to a private company, I remain committed to the Company and its long term growth strategy. Our success is driven by the hard work, commitment and dedication of our capable employees around the world and I thank them for their invaluable contribution to Gilat."

Gilat Satellite Networks Ltd. (Nasdaq: GILT)