MOORPARK & SANTA BARBARA, Calif. -- 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. Occam Networks Inc.Accelerated Networks