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Levi & Korsinsky, LLP Announces Class Action Lawsuit against the Board of Directors of Occam Networks, Inc.

^{Published on 2010-10-07 14:05:55 - Market Wire}
 

NEW YORK--([ 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 Occama™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 Occama™s common stock.

"Occam is expected to realize at least $125-200 million of additional revenues through 2013 as a result of the Obama administrationa™s allocation of nearly $10billion in stimulus grants and loans for the development and improvement of the nationa™s rural broadband infrastructure."

The complaint charges that Occama™s directors breached their fiduciary duties to Occama™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 Occama™s expected contribution to the revenue and earnings of the combined company.

Occama™s Board is charged with failing to maximize value for Occama™s shareholders. As noted in the Schedule 13D letter that Plaintiffs sent to Occam and filed with the SEC on September 27, 2010, Occama™s CEO Bob Howard-Anderson and CFO Jeanne Seeley admitted to Plaintiffs in a September 17, 2010, conference call that aCalix was given a period of exclusivity and that no attempt was made to shop the company or even check the market.a Further, the merger agreement does not provide for any post-signing ago-shopa period, and contains deal protection devices that limit the Boarda™s ability to act with respect to superior proposals and strategic alternatives to the Calix deal.

The consideration to be received by Occama™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 aOccam is expected to realize at least $125-200 million of additional revenues through 2013 as a result of the Obama administrationa™s allocation of nearly $10billion in stimulus grants and loans for the development and improvement of the nationa™s rural broadband infrastructure.a The complaint further alleges that athe deal price does not factor in the expected benefits to Occam of these stimulus awards a" 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.a

As one securities analyst concluded, the Acquisition adramatically under-valuesa Occam. As another analyst stated, the Acquisition is aa great value for Calix.a

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.