Calix receives Occam Networks shareholder approval for acquisition

Over the objections of some of their disgruntled compatriots, Occam Networks shareholders yesterday approved the company’s acquisition by Calix, Inc. (NYSE:CALX). Calix announced last September that it would pay $171 million in cash and stock for Occam Networks (see “Calix and Occam all about scale”). Both companies provide broadband communications access equipment, including GPON, EPON, and Active Ethernet equipment.

Occam originally had scheduled the shareholder meeting to approve the deal for January 27. However, a judge ordered that the vote be delayed until February 21 in response to a suit filed by three of Occam’s major shareholders (see “Court orders delay in Calix/Occam Networks merger approval”). The unhappy shareholders asserted that Occam’s board was selling the company for too small a price.

The rest of the shareholders, apparently, did not agree.

Each outstanding share of Occam Networks common stock was converted into the right to receive $3.8337 in cash and 0.2925 of a validly issued, fully paid, and non-assessable share of Calix common stock. Meanwhile, holders of certain outstanding options were entitled to receive an aggregate of approximately $10.8 million in cash, and Calix assumed certain options to purchase an aggregate of approximately 636,000 shares of Calix common stock and assumed certain restricted stock units for an aggregate of approximately 65,000 shares of Calix common stock.

Needless to say, Calix executives are happy to have consummated the deal. “The combination of Occam and Calix can be summed up in one word: Acceleration,” said Carl Russo, president and chief executive officer of Calix. “By combining Occam Networks’ expertise in IP and Ethernet, Calix’s strength in fiber access, and both companies’ experience in copper access, we believe this merger will accelerate our pace of innovation within the now expanded Calix Unified Access portfolio.”

Meanwhile, Thomas Pardun, a former non-employee member of Occam’s board of directors, has been appointed to Calix’s board of directors. He replaces Robert Finzi, a board of directors member and managing partner of Sprout Group, who resigned.

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