Filed by Accelerated Networks Inc. pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company Occam Networks Inc.
Commission File No.: 000-30741
[ACCELERATED NETWORKS LOGO] [OCCAM NETWORKS LOGO]
Contact:
Trudy M. Self
Accelerated Networks, Inc.
805-553-9680 x409
investorrelations@acceleratednetworks.com
Daphne Page JoAnne Martz
Corporate Communications Investor Relations
Occam Networks Inc. Occam Networks Inc.
805-692-2919 805-692-2990
dpage@occamnetworks.com invrel@occamnetworks.com
Accelerated Networks and Occam Networks to Merge
Companies Join Forces to Penetrate the ILEC Market with a Comprehensive
Broadband Local Loop Solution
MOORPARK, Calif. and SANTA BARBARA, Calif.- November 12, 2001 - Accelerated
Networks, Inc. (Nasdaq: ACCL), a developer of multi-service broadband access
solutions for communications service providers, and Occam Networks Inc., a
privately held supplier of Broadband Loop Carrier access equipment to global
telecommunications service providers, today announced that they have entered
into a definitive merger agreement. The merger agreement has been approved by
the boards of directors of both companies and by a special committee of the
board of directors of Accelerated Networks.
Under the terms of the agreement, upon consummation of the merger, Occam
stockholders will receive shares of Accelerated Networks common stock, and Occam
option holders and warrant holders will receive options and warrants in
Accelerated Networks, collectively representing approximately 68 percent of
Accelerated Networks on a fully diluted basis. Collectively, the companies
currently have over $44 million in cash. In conjunction with the merger, the
combined entity will receive an additional $10 million in cash and a $10 million
funding commitment.
The transaction, which will be accounted for as a purchase, is expected to close
in the first quarter of 2002, subject to the satisfaction of certain customary
closing conditions,
including the approval of the stockholders of both companies. Stockholders of
each company holding in excess of the percentage required to approve the merger
have entered into voting agreements irrevocably agreeing to vote in favor of,
and otherwise support, the merger.
Upon consummation of the merger, Kumar Shah, president and chief executive
officer of Occam Networks, is expected to be named president and chief executive
officer of Accelerated Networks, and the directors and officers of Accelerated
Networks are expected to be composed primarily of current directors and officers
of Occam Networks. One member of Accelerated Networks' current board of
directors, or another designee will continue as a member of the board following
the merger. Accelerated Networks will continue to trade on the Nasdaq Small Cap
market. The company name is expected to change to Occam Networks Inc., and the
company will locate its headquarters in Santa Barbara, Calif.
"After undertaking a thorough investigation of the strategic options available
to Accelerated Networks, we came to the conclusion that the merger with Occam
offered the best potential to maximize long-term stockholder value," said Gary
J. Sbona, chairman and chief executive officer of Accelerated Networks.
"Combining the technology, key development personnel, and financial resources of
the two companies will enable us to accelerate implementation of our business
plan," said Kumar Shah, president and CEO of Occam Networks. "This is an
enviable position given the downturn in the telecommunications industry."
"Mass-scale deployment of broadband access is one of the key driving forces in
telecommunications today, a force that will be pivotal in leading the industry
out of the worst slowdown we have witnessed in more than a decade," said Shah.
"Occam has established a highly-differentiated, technology leadership position
in the loop carrier market with a softswitch-ready, scalable, packet-based
broadband access platform."
"With the strength and resources of the two companies backing our business plan,
we believe we will emerge upon completion of the merger as one of the
best-positioned companies in the broadband access market," Shah said. "Existing
customers will receive support today and a stronger product offering and
solution set moving forward."
About Occam Networks Inc.
Occam Networks Inc. develops and markets a suite of Broadband Loop Carriers,
cost-effective, next-generation access platforms that enable Incumbent Local
Exchange Carriers (ILECs) to overcome the limitations of today's local loop and
profitably deliver a variety of traditional and packet voice, broadband and IP
services. Privately held Occam Networks was founded in 1999. Since its
inception, the company has secured approximately $51 million in financing from
private investors, including U.S. Venture
Partners, New Enterprise Associates, Windward Ventures, Norwest Venture
Partners, Crescent Ventures, Hook Partners and The Anschutz Group. The company
is headquartered in Santa Barbara, Calif. Additional information about the
company can be found at www.occamnetworks.com.
About Accelerated Networks, Inc.
Accelerated Networks, headquartered in Moorpark, Calif. designs and develops
multi-service broadband access products that enable telecommunications service
providers to bundle voice and data services over a single broadband access
network. These products are designed to allow service providers to efficiently
and cost-effectively deliver and manage secure multi-service broadband access
services using DSL, T1/E1, NxT1/E1, or DS3/OC-3 technologies. Accelerated's
products also allow service providers to leverage emerging technologies such as
voice over broadband (VoB) and frame relay over DSL (FRoDSL) over a single
broadband access network. Accelerated Networks offers a broad range of customer
premises integrated access devices (IADs). Its AN-32 Integrated Access Device
(IAD) was named Network Magazine's Local Loop Access Device product of the year.
For additional information, please visit www.acceleratednetworks.com.
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Forward-Looking Statements
All statements made in this release, other than statements of historical fact,
are forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "intend," "will," "guidance" and similar expressions typically are
used to identify forward-looking statements. Forward-looking statements are
based on the then-current expectations, beliefs, assumptions, estimates and
forecasts about the businesses of Accelerated Networks and Occam Networks and
the industries and markets in which the companies operate. Those statements are
not guarantees of future performance and involve risks, uncertainties and
assumptions that will be difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or implied by those
forward-looking statements. Factors that may affect Accelerated Networks' and
Occam Networks' businesses, financial condition and operating results include
the effects of changes in the economy, consumer spending, the stock market and
the industries in which they operate generally, changes affecting the Internet
and e-commerce, the ability of the companies to maintain relationships with
strategic partners and suppliers, the ability of the companies to timely and
successfully develop, maintain and protect their technology and product and
service offerings and execute operationally and the ability of the companies to
attract and retain qualified personnel. These factors may also include, but are
not limited to, general market conditions affecting communications service
providers' purchase of equipment, changes in service providers' business models,
the rate customers deploy their networks, our customers' ability to secure
financing, the timing of order and shipments of products, mix of products sold,
changes in the prices of our components, ability to maintain production volumes
and secure key components our ability to develop new products to meet market
demand, and the effects of natural disasters, international conflicts and other
events beyond our control. More information about potential factors that could
affect Accelerated Networks can be found in its most recent Form 10-K, Form 10-Q
and other reports and statements filed by Accelerated Networks with the
Securities and Exchange Commission
("SEC"). Each of Accelerated Networks and Occam Networks expressly disclaims any
intent or obligation to update those forward-looking statements, except as
otherwise specifically stated by it.
Additional Information and Where to Find It
Accelerated Networks plans to file a Registration Statement on SEC Form S-4 in
connection with the merger, and both companies expect to mail a Prospectus/Proxy
Statement to their respective stockholders containing information about the
merger. Investors and stockholders of Accelerated Networks and Occam Networks
are urged to read the Registration Statement and Prospectus/Proxy Statement
carefully when they are available. The Registration Statement and the
Prospectus/Proxy Statement will contain important information about the
companies, the merger and related matters. Investors and stockholders will be
able to obtain free copies of these documents through the Web site maintained by
the SEC at http://www.sec.gov. Free copies of the Prospectus/Proxy Statement and
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these other documents may also be obtained from Accelerated Networks by
directing a request through the Accelerated Networks Web site at
http://www.acceleratednetworks.com or by mail to Accelerated Networks, Inc.,
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Attention: Ron Hughes, Corporate Counsel.
In addition to the Registration Statement and the Prospectus/Proxy Statement,
Accelerated Networks files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by Accelerated Networks at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at any of the SEC's other public reference rooms in New York and Chicago.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Accelerated Networks' filings with the SEC are also available
to the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
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Interests of Certain Persons in the Merger
The directors and executive officers of Accelerated Networks and Occam Networks
have interests in the merger, some of which may differ from, or may be in
addition to, those of the stockholders of Accelerated Networks and Occam
Networks generally. A description of the interests that the directors and
executive officers of the companies have in the merger will be available in the
Prospectus/Proxy Statement.
Solicitation of Proxies
Accelerated Networks and Occam Networks, their respective directors, executive
officers and certain other members of their management and employees may be
soliciting proxies from stockholders of Accelerated Networks and Occam Networks
in favor of the merger. Information concerning the participants will be set
forth in the Prospectus/Proxy Statement when it is filed with the SEC.