Levi & Korsinsky, LLP Announces Class Action Lawsuit against the Board of Directors of Occam Networks, Inc.
07 Ottobre 2010 - 4:48PM
Business Wire
Levi & Korsinsky, LLP announces that on October 6, 2010, it
filed a class action complaint on behalf of the public stockholders
of Occam Networks, Inc. (NASDAQ: OCNW) in the Delaware Court of
Chancery against Occam’s Board of Directors for breaches of
fiduciary duty, seeking to enjoin the acquisition of Occam by
Calix, Inc. (NYSE: CALX). The lawsuit is brought by Michael H.
Steinhardt, Herbert Chen, Derek Sheeler, Steinhardt Overseas
Management, L.P. and Ilex Partners, L.L.C., who together
beneficially own more than four million shares, or approximately
19%, of Occam’s common stock.
The complaint charges that Occam’s directors breached their
fiduciary duties to Occam’s shareholders by failing to shop the
company or conduct a market check, while nevertheless agreeing to
sell the company to Calix for the inadequate price of $3.83 in cash
and 0.2925 shares of Calix common stock for each share of Occam
common stock. Following the acquisition, announced on September 16,
2010, former Occam stockholders are to own only 14.1% to 15.9% of
the outstanding shares of the surviving entity (Calix), which is
alleged to be significantly less than Occam’s expected contribution
to the revenue and earnings of the combined company.
Occam’s Board is charged with failing to maximize value for
Occam’s shareholders. As noted in the Schedule 13D letter that
Plaintiffs sent to Occam and filed with the SEC on September 27,
2010, Occam’s CEO Bob Howard-Anderson and CFO Jeanne Seeley
admitted to Plaintiffs in a September 17, 2010, conference call
that “Calix was given a period of exclusivity and that no attempt
was made to shop the company or even check the market.” Further,
the merger agreement does not provide for any post-signing
“go-shop” period, and contains deal protection devices that limit
the Board’s ability to act with respect to superior proposals and
strategic alternatives to the Calix deal.
The consideration to be received by Occam’s shareholders is
alleged to be inadequate by failing to take into account the
significant revenues and substantial growth that Occam is
anticipated to achieve in the very near future. In particular, the
complaint alleges that “Occam is expected to realize at least
$125-200 million of additional revenues through 2013 as a result of
the Obama administration’s allocation of nearly $10 billion in
stimulus grants and loans for the development and improvement of
the nation’s rural broadband infrastructure.” The complaint further
alleges that “the deal price does not factor in the expected
benefits to Occam of these stimulus awards – including at least
$770 million in stimulus awards recently won by known Occam
customers, who already have or likely will award their stimulus
contracts to Occam.”
As one securities analyst concluded, the Acquisition
“dramatically under-values” Occam. As another analyst stated, the
Acquisition is “a great value for Calix.”
Levi & Korsinsky, LLP is a national law firm that represents
the rights of shareholders and victims of corporate abuse. We are
headquartered in New York City and have offices in Los Angeles,
California and New Jersey. With over 50 years of combined
litigation experience, the members of L|K have been involved in
hundreds of class action lawsuits and have obtained multi-million
dollar recoveries. L|K has been appointed lead counsel or has
played a major role on behalf of shareholders in a majority of the
merger-related lawsuits that have been filed on behalf of
shareholders throughout the country. The firm has therefore
developed a specialization of knowledge in shareholder rights and
fiduciary duty law.
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