Occam Networks, Inc. Announces Intention to Adjourn Special Meeting of Stockholders
January 26 2011 - 7:45AM
Business Wire
Occam Networks, Inc. (Nasdaq:OCNW) announced today that it
intends to convene and immediately adjourn the special meeting of
its stockholders, which is scheduled for January 27, 2011 for the
purpose of obtaining the approval of Occam stockholders of the
proposed acquisition of Occam Networks by Calix, Inc. pursuant to
the Agreement and Plan of Merger and Reorganization dated September
16, 2010, without a vote on the merger proposal. The special
meeting will be adjourned until 10:00 am (local time) on February
22, 2011, at Occam’s offices at 3185 Laurelview Court, Fremont,
California, 94538, in response to an order from the Delaware Court
of Chancery requiring Occam Networks to make available to its
stockholders prior to the vote additional information and requiring
a deposition of Occam’s financial advisor.
Occam Networks will file with the Securities and Exchange
Commission additional soliciting materials (the “Additional
Soliciting Materials”) that supplement the definitive proxy
statement/prospectus dated December 14, 2010 (the “Proxy
Statement”) by providing additional disclosure as directed by the
Delaware Court of Chancery. Occam Networks stockholders are
urged to carefully read the Additional Soliciting Materials when
available.
As of the close of business on January 25, 2011, a preliminary
count indicated that the holders of approximately 63% of Occam’s
outstanding shares intended to vote in favor of the merger. The
results of voting at the adjourned special meeting, once reconvened
on February 22, 2011, could differ materially from this preliminary
count.
As will be described in the Additional Soliciting Materials, any
stockholder who has previously delivered a proxy may revoke it at
any time before the polls close at the adjourned special meeting.
Stockholders who do not wish to rescind their votes, including
stockholders who have already voted in favor of the merger proposal
or the adjournment proposal and do not wish to change that vote, do
not need to take any further action. All shares of Occam Networks
common stock represented by properly executed proxies that are
received in time for the special meeting, as adjourned, and that
are not revoked, will be voted at the adjourned special meeting in
the manner specified by the holder.
Occam Networks’ stockholders of record as of December 13, 2010,
the record date for the special meeting, who have not yet voted and
still wish to do so may vote in the manner set forth in the Proxy
Statement.
Occam Networks’ board of directors reaffirms its
recommendation that Occam Networks’ stockholders adopt the merger
agreement and encourages stockholders to vote “FOR” the adoption of
the merger agreement at the adjourned special meeting.
Stockholders who have questions about the merger or how to
submit proxies, or who need additional copies of the Proxy
Statement or the enclosed proxy card or about the Additional
Soliciting Materials may contact Occam Networks’ proxy solicitor,
Innisfree M&A Incorporated, at 1-888-750-5834.
About Occam Networks, Inc.
Occam Networks' broadband access solutions empower service
providers to offer profitable new voice, data and video services
over copper and fiber. Occam Networks 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.
Important Additional Information and Where You Can Find
It
Calix filed 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”) and Occam Networks mailed its stockholders a definitive
proxy statement/prospectus in connection with the transaction.
Investors are urged to read the proxy statement/prospectus and any
amendments thereto and other relevant documents filed with the SEC
because they will contain important information. Security holders
may currently obtain a free copy of the proxy statement/prospectus
and will be able to obtain a free copy of any amendments thereto as
well as the definitive proxy statement/prospectus 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, as amended
from time to time, and other documents filed with the SEC 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.
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