Calix/Occam Networks

On September 16, 2010, Calix (Nasdaq: CALX) and Occam Networks (Nasdaq: OCNW) made an announcement whereby Calx would acquire Occam Networks for a total consideration of $171 million, or about $7.75 per outstanding share of common stock.

Upon the completion of the acquisition, each outstanding share of Occam Networks common stock (other than those shares with respect to which appraisal rights are available, properly exercised and not withdrawn) will be converted into the right to receive (a) $3.8337 per share in cash, without interest plus (b) 0.2925 of a validly issued, fully paid and non-assessable share of Calix common stock. After the completion of the acquisition, former Occam Networks stockholders will own between 16.5 percent and 18.9 percent of the outstanding shares of Calix’s common stock based on the number of Calix shares outstanding as of September 15, 2010.

One non-member of Occam Networks Board is expected to serve of Calx's Board following the close of the merger.

Calix expects to complete the acquisition in the fourth quarter of 2010 or first quarter of 2011, subject to Occam Networks stockholder approval, receipt of required regulatory clearance and the satisfaction of certain other customary closing conditions.

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