Clarification to proposed acquisition of Occam Networks by Calix
Parties clarify expected relative ownership percentage of Calix by Occam Network stockholders
PETALUMA, CA and SANTA BARBARA, CA―September 24, 2010― On September 16, 2010,Calix, Inc. (NYSE: CALX) and Occam Networks, Inc. (NASDAQ:OCNW) announced that the companies had entered into a definitive agreement forCalix to acquire Occam Networks.
Asa point of clarification, Calix would issue between 16.5% and 18.9% of theoutstanding shares of Calix’s common stock based on the number of Calix sharesof common stock outstanding as of September 14, 2010, and after the completionof the acquisition, former Occam Networks stockholders will own between 14.1%and 15.9% of the outstanding shares of Calix’s common stock (based on thenumber of Calix shares of common stock outstanding as of September 14, 2010).
AboutCalix
Calix, Inc. (NYSE:CALX) is a leading provider in North and Latin America of broadbandcommunications access systems and software for copper- and fiber- based networkarchitectures that enable communications service providers to connect to theirresidential and business subscribers. Calixenables communications service providers to provide a wide range ofrevenue-generating services, from basic voice and data to advanced broadbandservices, over legacy and next-generation access networks. The Calix Unified Access Portfolio helps thesecompanies to transform their legacy and mixed protocol access networks to fiberand Ethernet. Calix has shipped overseven million ports of its Unified Access Infrastructure portfolio to more than500 North American and international customers, whose networks serve over 40million subscriber lines in total. For more information, visit the Calixwebsite atwww.calix.com.
AboutOccam Networks
Occam Networks' broadband access solutionsempower service providers to offer profitable new voice, data and videoservices over copper and fiber. Occamsystems deliver flexibility and scalability in a Triple Play world. Over three million BLC 6000 ports arecurrently deployed at over 380 service providers worldwide. For more information, please visitwww.occamnetworks.com.
OccamNetworks and Occam BLC 6000 are either registered trademarks or trademarks ofOccam Networks, Inc. in the United States and/or other countries.
All othertrademarks mentioned are the property of their respective owners.
Calix Investor Relations Contact: Occam Networks InvestorRelations Contact:
Carolyn Bass Jeanne Seeley
415-445-3232 805-692-2957
Carolyn.Bass@Calix.com ir@occamnetworks.com
Additional Information and Where You Can Find It
Calix will file aRegistration Statement on Form S-4 containing a proxy statement/prospectus andother documents concerning the proposed acquisition with the Securities andExchange Commission (the “SEC”). Investorsare urged to read the proxy statement/prospectus when it becomes available andother relevant documents filed with the SEC because they will contain importantinformation. Security holders may obtain afree copy of the proxy statement/prospectus (when it is available) and otherdocuments filed by Calix and Occam with the SEC at the SEC’s web site atwww.sec.gov. The proxy statement/prospectus and otherdocuments may also be obtained for free by contacting Calix Investor Relationsby e-mail at Carolyn.Bass@Calix.com, by telephone at 415-445-3232 or by mail atInvestor Relations, Calix, Inc., 1035 N. McDowell Blvd., Petaluma, CA 94954 orby contacting 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.
Participantsin the Acquisition of Occam Networks
Calix, Occam Networks,certain of their respective directors, executive officers, members ofmanagement and employees may, under the rules of the SEC, be deemed to beparticipants in the solicitation of proxies in favor of the proposed merger. Information regarding the persons who may beconsidered “participants” in the solicitation of proxies will be set forth inCalix’s proxy statement/prospectus when it is filed with the SEC. Information regarding certain of thesepersons and their beneficial ownership of Calix common stock as of December 31,2009 is also set forth in the prospectus filed by Calix on March 24, 2010 withthe SEC. This document is available free of charge at the SEC’s web site atwww.sec.govor by going to Calix’sInvestor Relations page on its corporate website atwww.calix.com. Information concerning Occam’sdirectors and executive officers is set forth in Occam’s proxy statement forits 2010 Annual Meeting of Stockholders, which was filed with the SEC on April8, 2010. This document is available freeof charge at the SEC’s website atwww.sec.govor by going to Occam’sInvestor Relations page on its corporate web site atwww.occamnetworks.com. Additional information regarding the personswho may, under the rules of the SEC, be deemed participants in the solicitationof proxies in connection with the proposed merger, and a description of theirdirect and indirect interests in the proposed merger, which may differ from theinterests of Calix stockholders or Occam stockholders generally will be setforth in the proxy statement/prospectus when it is filed with the SEC.
Forward-Looking Statements
This document contains forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended, and Section 21E ofthe Securities Exchange Act of 1934. These statements can be identified by thewords, “believes,” “views,” “expects,” “projects,” “hopes,” “could,” “will,”“intends,” “should,” “estimate,” “would,” “may,” “anticipates,” “plans” andother similar words. These statementsare based 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 completion of the acquisition and the number ofshares of Calix common stock that may be issued to former shareholders of OccamNetworks. These statements are not guarantees, involve risks, uncertainties andassumptions that are difficult to predict, and are based upon assumptions as tofuture events that may not prove accurate. Therefore, actual outcomes andresults may differ materially from what is expressed herein. For example, ifOccam Networks does not receive required stockholder approval or the partiesfail to satisfy other conditions to closing, the transaction may not beconsummated, or if the number of shares of Calix or Occam Networks differsmaterially at closing than as of September 15, 2010 the number of shares thatmay be issued and the percentage of Calix that will be held by former OccamNetworks stockholders may be different than those amounts expressed herein. Inany forward-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 proposedtransaction; including those set forth in the filings of Calix with theSecurities and Exchange Commission, especially in the “Risk Factors” and“Management’s Discussion and Analysis of Financial Condition and Results ofOperations” sections of Calix’s prospectus filed with the SEC on March 24, 2010and its quarterly reports on Form 10-Q, Occam Networks’ annual reports on Form10-K and quarterly reports on Form 10-Q, each of Calix’s and Occam Networks’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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Calix Press 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.
News Source : Clarification to proposed acquisition of Occam Networks by Calix
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