Calix and Occam granted early termination of Hart-Scott-Rodino waiting period for proposed acquisition of Occam Networks
PETALUMA, CA and SANTA BARBARA, CA― November 18, 2010―Calix, Inc.(NYSE: CALX) andOccam Networks, Inc.(NASDAQ: OCNW) today announced the early termination of the waiting periodunder the Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended.This announcement comes in connection with the previously announced proposed Calixacquisition of Occam Networks.
Completion of theproposed transaction remains subject to Occam Networks stockholder approval andother customary closing conditions. The parties expect the transaction to closein the first quarter of 2011.
About Calix
Calix is a leading provider inNorth America of broadband communications access systems and software for fiber-and copper-based network architectures that enable communications service providersto connect to their residential and business subscribers. Calix hasshipped over seven million ports of its Unified Access portfolio to more than 600North American and international customers, whose networks serve over 40million subscriber lines in total. For more information, visit the Calix website atwww.calix.com
About Occam Networks
OccamNetworks' broadband access solutions empower service providers to offerprofitable new voice, data and video services over copper and fiber. Occam systems deliver flexibility andscalability in a Triple Play world. Overthree million BLC 6000 ports are currently deployed at over 380 serviceproviders worldwide. For moreinformation, please visitwww.occamnetworks.com.
Occam Networks and OccamBLC 6000 are either registered trademarks or trademarks of Occam Networks, Inc.in the United States and/or other countries.
All other trademarksmentioned are the property of their respective owners.
Calix Investor Relations Contact:
Carolyn Bass
415-445-3232
Carolyn.Bass@Calix.com
Calix Press Contact:
Catherine Koo
415-992-4400
Calix@lewispr.com
Additional Information and Where You Can Find It
Calix filed a Registration Statement on Form S-4containing a preliminary proxy statement/prospectus and other documents concerningthe proposed acquisition with the Securities and Exchange Commission (the “SEC”) and Occam Networks will mail toits stockholders a definitive proxy statement/prospectus in connection with thetransaction. Investorsare urged to read the proxy statement/prospectus and any amendments thereto andother relevant documents filed with the SEC because they will contain importantinformation. Security holders may currently obtain a freecopy of the preliminary proxy statement/prospectus and will be able to obtain afree copy of any amendments thereto as well as the definitive proxystatement/prospectus (when each becomes available) and other documents filed byCalix and Occam with the SEC at the SEC’sweb site atwww.sec.gov. The proxystatement/prospectus, as amended from time to time, and the definitive proxystatement/prospectus and other documents filed with the SEC may also beobtained for free by contacting Calix Investor Relations by e-mail atCarolyn.Bass@Calix.com, by telephone at 415-445-3232 or by mail at InvestorRelations, Calix, Inc., 1035 N. McDowell Blvd., Petaluma, CA 94954 or bycontacting Occam Investor Relations by e-mail at ir@occamnetworks.com, bytelephone at 805-692-2957 or by mail at Occam Networks Investor Relations 6868Cortona Drive, Santa Barbara, CA 93117.
Participants in the Acquisition of OccamNetworks
Calix, Occam Networks, certain of their respectivedirectors, executive officers, members of management and employees may, underthe rules of the SEC, be deemed to be participants in the solicitation ofproxies in favor of the proposed merger. Information regarding the persons who may be considered “participants”in the solicitation of proxies are set forth in Calix’s preliminary proxy statement/prospectus that wasfiled with the SEC on November 2, 2010, as amended from time totime and will be set forth in the definitive proxy statement/prospectus when available. Informationregarding certain of these persons and their beneficial ownership of Calixcommon stock as of December 31, 2009 is also set forth in the prospectus filedby Calix on March 24, 2010 with the SEC. This document is available free ofcharge at the SEC’s website atwww.sec.govor by going to Calix’sInvestor Relations page on its corporate website atwww.calix.com. Informationconcerning Occam’sdirectors and executive officers is set forth in Occam’s proxy statement for its 2010 Annual Meeting ofStockholders, which was filed with the SEC on April 8, 2010. This document is available free of charge atthe SEC’swebsite atwww.sec.govor by going to Occam’sInvestor Relations page on its corporate web site atwww.occamnetworks.com. Additionalinformation regarding the persons who may, under the rules of the SEC, bedeemed participants in the solicitation of proxies in connection with theproposed merger, and a description of their direct and indirect interests inthe proposed merger, which may differ from the interests of Calix stockholdersor Occam stockholders generally is set forth in the preliminary proxystatement/prospectus that was filed with the SEC on November 2, 2010,as amended from time to time, and will be set forth in the definitive proxy statement/prospectuswhen available.
Forward-Looking Statements
This documentcontains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934. These statements can be identified by the words, “believes,” “views,” “expects,” “projects,” “hopes,” “could,” “will,” “intends,” “should,” “estimate,” “would,” “may,” “anticipates,” “plans” and othersimilar words. These statements arebased on management’s current expectations, estimates, forecasts,projections and beliefs and are subject to a number of factors anduncertainties that could cause actual results to differ materially from thosedescribed in the forward-looking statements. The forward-looking statements contained in this document includestatements about the timing of and conditions to completion of the acquisition andother statements regarding the proposed acquisition. These statements are notguarantees of future performance, involve risks, uncertainties and assumptionsthat are difficult to predict, and are based upon assumptions as to futureevents that may not prove accurate. Therefore, actual outcomes and results maydiffer materially from what is expressed herein. For example, if Occam Networksdoes not receive required stockholder approval or the parties fail to satisfyother conditions to closing, the transaction may not be consummated. In anyforward-looking statement in which Calix or Occam Networks expresses anexpectation or belief as to future results, such expectation or belief isexpressed in good faith and believed to have a reasonable basis, but there canbe no assurance that the statement or expectation or belief will result or beachieved or accomplished. The following factors, among others, could causeactual results to differ materially from those described in the forward-lookingstatements: failure of the Occam Networks stockholders to approve the proposed transaction;the challenges and costs of closing, integrating, restructuring and achievinganticipated synergies; the ability to retain key employees; and other economic,business, competitive, and/or regulatory factors affecting the businesses ofCalix and Occam Networks generally, including those set forth in the filings ofCalix with the Securities and Exchange Commission, especially in the “Risk Factors” and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” sections of Calix’sproxy statement/prospectus filedwith the SEC on November 2, 2010, as amended from time to time (and thedefinitive proxy statement/prospectus when available), Calix’s prospectus filed with the SEC on March 24, 2010 and its quarterlyreports on Form 10-Q, Occam Networks’ annual reports on Form10-K and quarterly reports on Form 10-Q, each of Calix’s and OccamNetworks’ current reports on Form 8-K and other SEC filings. These forward-looking statements speak onlyas of the date hereof. Calix and OccamNetworks are under no obligation to (and expressly disclaim any such obligationto) update or alter their forward-looking statements whether as a result of newinformation, future events, or otherwise.
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Occam Networks Investor Relations Contact: |
Occam Networks Press Contact: |
Occam Networks and Occam BLC 6000 are either registered trademarks or trademarks of Occam Networks Inc. in the United States and/or other countries.
All other trademarks mentioned are the property of their respective owners.
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