Clarification to Proposed Acquisition of Occam Networks by Calix
24 Settembre 2010 - 11:17PM
Business Wire
On September 16, 2010, Calix, Inc. (NYSE:CALX) and Occam
Networks, Inc. (NASDAQ:OCNW) announced that the companies had
entered into a definitive agreement for Calix to acquire Occam
Networks.
As a point of clarification, Calix would issue between 16.5% and
18.9% of the outstanding shares of Calix’s common stock based on
the number of Calix shares of common stock outstanding as of
September 14, 2010, and after the completion of 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 the
number of Calix shares of common stock outstanding as of September
14, 2010).
About Calix
Calix, Inc. (NYSE: CALX) is a leading provider in North and
Latin America of broadband communications access systems and
software for copper- and fiber- based network architectures that
enable communications service providers to connect to their
residential and business subscribers. Calix enables communications
service providers to provide a wide range of revenue-generating
services, from basic voice and data to advanced broadband services,
over legacy and next-generation access networks. The Calix Unified
Access Portfolio helps these companies to transform their legacy
and mixed protocol access networks to fiber and Ethernet. Calix has
shipped over seven million ports of its Unified Access
Infrastructure portfolio to more than 500 North American and
international customers, whose networks serve over 40 million
subscriber lines in total. For more information, visit the Calix
website at www.calix.com.
About Occam Networks
Occam Networks' broadband access solutions empower service
providers to offer profitable new voice, data and video services
over copper and fiber. Occam systems deliver flexibility and
scalability in a Triple Play world. Over three million BLC 6000
ports are currently deployed at over 380 service providers
worldwide. For more information, please visit
www.occamnetworks.com.
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.
Additional Information and Where You Can Find It
Calix will file a Registration Statement on Form S-4 containing
a proxy statement/prospectus and other documents concerning the
proposed acquisition with the Securities and Exchange Commission
(the “SEC”). Investors are urged to read the proxy
statement/prospectus when it becomes available and other relevant
documents filed with the SEC because they will contain important
information. Security holders may obtain a free copy of the
proxy statement/prospectus (when it is available) and other
documents filed by Calix and Occam with the SEC at the SEC’s web
site at www.sec.gov. The proxy statement/prospectus and other
documents may also be obtained for free by contacting Calix
Investor Relations by e-mail at Carolyn.Bass@Calix.com, by
telephone at 415-445-3232 or by mail at Investor Relations, Calix,
Inc., 1035 N. McDowell Blvd., Petaluma, CA 94954 or by contacting
Occam Investor Relations by e-mail at ir@occamnetworks.com, by
telephone at 805-692-2957 or by mail at Occam Networks Investor
Relations 6868 Cortona Drive, Santa Barbara, CA 93117.
Participants in the Acquisition of Occam Networks
Calix, Occam Networks, certain of their respective directors,
executive officers, members of management and employees may, under
the rules of the SEC, be deemed to be participants in the
solicitation of proxies in favor of the proposed merger.
Information regarding the persons who may be considered
“participants” in the solicitation of proxies will be set forth in
Calix’s proxy statement/prospectus when it is filed with the SEC.
Information regarding certain of these persons 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 with the
SEC. This document is available free of charge at the SEC’s web
site at www.sec.gov or by going to Calix’s Investor Relations page
on its corporate website at www.calix.com. Information concerning
Occam’s directors and executive officers is set forth in Occam’s
proxy statement for its 2010 Annual Meeting of Stockholders, which
was filed with the SEC on April 8, 2010. This document is available
free of charge at the SEC’s website at www.sec.gov or by going to
Occam’s Investor Relations page on its corporate web site at
www.occamnetworks.com. Additional information regarding the persons
who may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed merger, and
a description of their direct and indirect interests in the
proposed merger, which may differ from the interests of Calix
stockholders or Occam stockholders generally will be set forth in
the proxy statement/prospectus when it is filed with the SEC.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange 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
other similar words. These statements are based on management’s
current expectations, estimates, forecasts, projections and beliefs
and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. The forward-looking statements
contained in this document include statements about the timing of
completion of the acquisition and the number of shares of Calix
common stock that may be issued to former shareholders of Occam
Networks. These statements are not guarantees, involve risks,
uncertainties and assumptions that are difficult to predict, and
are based upon assumptions as to future events that may not prove
accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein. For example, if Occam
Networks does not receive required stockholder approval or the
parties fail to satisfy other conditions to closing, the
transaction may not be consummated, or if the number of shares of
Calix or Occam Networks differs materially at closing than as of
September 15, 2010 the number of shares that may be issued and the
percentage of Calix that will be held by former Occam Networks
stockholders may be different than those amounts expressed herein.
In any forward-looking statement in which Calix or Occam Networks
expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: failure of the Occam Networks
stockholders to approve the proposed transaction; including those
set forth in the filings of Calix with the Securities and Exchange
Commission, especially in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of Calix’s prospectus filed with the SEC on
March 24, 2010 and its quarterly reports on Form 10-Q, Occam
Networks’ annual reports on Form 10-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
only as of the date hereof. Calix and Occam Networks are under no
obligation to (and expressly disclaim any such obligation to)
update or alter their forward-looking statements whether as a
result of new information, future events, or otherwise.
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