Gilat Satellite Networks Announces the Signing of an Agreement to Be Acquired for...

Gilat Satellite Networks Announces the Signing of an Agreement to Be Acquired for an Aggregate Value of $475 Million in an All-Cash Transaction by an American and Israeli Investment Group

Gilat Shareholders to Receive $11.40 per Share
PETAH TIKVA, Israel--(Business Wire)--
Gilat Satellite Networks Ltd. ("Gilat") (NASDAQ and Tel Aviv Stock
Exchange: GILT), 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."

Scott Honour, Senior Managing Director of The Gores Group, said,
"The Gores Group is pleased to partner with Gilat to support the
implementation and acceleration of its long-term growth strategy." Rod
Sherwood, Chief Financial Officer of The Gores Group, added, "We will
be working closely with the Gilat team to help drive strategic growth,
including in the government defense sector in the United States and
international markets."

Meir Shamir, Chairman and CEO of Mivtach Shamir Holdings, stated,
"As a long term Gilat investor and committed supporter of its
technology and talented employees, I am delighted to continue as an
investor in Gilat and I am proud to continue my association with such
a successful Israeli company."

UBS Investment Bank served as exclusive financial advisor to
Gilat. Merill Lynch International, Jefferies & Company, Inc. and
Lehman Brothers Inc. served as financial advisors to individual
members of the investor group. Carter Ledyard & Milburn LLP and
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. provided legal counsel to
the Company. Weil, Gotshal & Manges LLP, Zellermayer, Pelossof & Co.
and Gross, Kleinhendler, Hodak, Berkman & Co. provided legal counsel
to the investor group.

About Gilat Satellite Networks Ltd

Gilat Satellite Networks Ltd. (Nasdaq and TASE: GILT - News) is a
leading provider of products and services for satellite-based
communications networks. The Company operates three business units:
(i) Gilat Network Systems ("GNS"), which is a provider of network
systems and associated professional services to service providers and
operators worldwide; (ii) Spacenet Inc., which provides managed
services in North America for businesses and governments through its
Connexstar service brand and for consumers through its StarBand
service brand; (iii) Spacenet Rural Communications, which offers rural
telephony and internet access solutions to remote areas, primarily in
Latin America.

Gilat was founded in 1987 and has shipped over 670,000 Very Small
Aperture Terminals (VSATs) to more than 85 countries across six
continents. Gilat's headquarters is located in Petah Tikva, Israel.
The Company has 16 sales and service offices worldwide. Gilat markets
the SkyEdge(TM) and SkyEdge II Product Family, which includes the
SkyEdge Pro, SkyEdge IP, SkyEdge Call, SkyEdge DVB-RCS and SkyEdge
Gateway.

About The Gores Group, LLC

Founded in 1987, The Gores Group is a private equity firm focused
on acquiring controlling interests in mature and growing businesses
which can benefit from the firm's operating experience and flexible
capital base. The firm combines the operational expertise and detailed
due diligence capabilities of a strategic buyer with the seasoned M&A
team of a traditional financial buyer. The Gores Group has become a
leading investor, primarily in the technology and telecommunications
sectors, having demonstrated over time a reliable track record of
creating substantial value in its portfolio companies alongside
management. Headquartered in Los Angeles, California, The Gores Group
maintains offices in Boulder, Colorado and London. For more
information, please visit www.gores.com.

About Mivtach Shamir Holdings Ltd.

Mivtach Shamir Holdings Ltd. is an Israel-based investment company
listed on the Tel Aviv Stock Exchange (TASE:MISH). The Company invests
principally in the fields of industry, technology and communications,
and real estate. Among Mivtach Shamir's major interests are Tnuva,
Gilat Satellite Networks, Elbit Vision Systems, Tefron, and Solbar
Industries. Mivtach Shamir's real estate investments include projects
in Israel, India and Europe. Mivtach Shamir Holdings Ltd. is
headquartered in Tel Aviv.

About Roy Ben-Yami, Ami Lustig and Eytan Stibbe

Roy Ben-Yami, Ami Lustig and Eytan Stibbe are the shareholders of
the LR Group Ltd., and have interests in various fields including
telecommunications, real estate, aviation industry and healthcare
worldwide.

About DGB Investments, Inc.

DGB Investments Inc., based in San Jose, California, is the
wholly-owned investment vehicle of Douglas G. Bergeron. DGB
Investments has successfully engaged with corporations worldwide to
accelerate operational and competitive improvements to their
businesses.

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.

Gilat
Kim Kelly, +972-3-925-2406 (Media)
Kimk@gilat.com
Ayelet Shaked, +972-3-925-2598 (Investor Relations)
ayelets@gilat.com

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