An investor in Occam Networks, Inc. (NASDAQ:OCNW) filed a lawsuit in State Court against members of the OCNW board of directors over alleged breaches of fiduciary duty arising out of their attempt to sell Occam Networks, Inc. too cheaply to Calix, Inc.
According to the complaint the plaintiff alleges that members of the Occam Networks, Inc. board of directors breached their fiduciary duties owed to OCNW investors by their attempt to sell Occam Networks via an unfair process at an unfair price to Calix.

On Thursday, September 16, 2010, Occam Networks, Inc. (NASDAQ: OCNW) and Calix, Inc. (NYSE: CALX) announced that the companies have entered into an agreement for Calix to acquire Occam Networks in a stock and cash transaction valued at approximately $171 million, which is approximately $7.75 per outstanding share of Occam Networks stock. Under the agreement 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common stock (other than those shares with respect to which appraisal rights are available, properly exercised and not withdrawn) will be converted into the right to receive (a) $3.8337 per share in cash, without interest plus (b) 0.2925 of a validly issued, fully paid and non-assessable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.

Shares of Occam Networks, Inc. (Public, NASDAQ:OCNW), which traded the day before the announcement at $5.34 per share, increased in response to the news to $7.28 per share.
But the plaintiff alleges that the proposed acquisition provides a minimal to no premium to Occam stockholders. OCNW shares traded at $6.75 per share as recently as August 04, 2010, at $6.77 on July 29, 2010, above $7 as recently as in February, March, and April 2010. During 2007 OCNW shares traded as high as $17.50 per share, and during 2006 as high as $23.25 per share. In addition Occam Networks revenue increased from $68.20million in 2006 to $84.05million in 2009. The plaintiff also alleges, among other things, that the defendants breached their fiduciary duties also, because they agreed to preclusive deal protection devises designed to deter competing bids, such as a termination fee of $5.2million, a no-shop/no-talk clause, a matching right provision and various voting agreements.