Ikanos Communications Announces Filing of Registration Statement for Rights Offering to Stockholders - Seite 2

We have filed a preliminary proxy statement with the SEC for a special meeting of our stockholders to, among other things, solicit stockholder approval of an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock (the Share Increase) from 200,000,000 to 425,000,000 prior to commencement of the Rights Offering in order to issue 144,925,083 shares of our common stock in the Rights Offering. Holders of 51.3% of our outstanding shares of common stock, including the Tallwood Group, have agreed to vote in favor of the Share Increase. 

Ikanos intends to use the net proceeds from the Rights Offering for working capital and general corporate purposes.

The rights offering will be made only by means of a prospectus anticipated to be filed with the Securities and Exchange Commission ("SEC") as part of a registration statement. A registration statement relating to the rights offering has been filed with the SEC but has not yet become effective. The securities may not be sold, nor may any offer to buy be accepted prior to the time the registration statement becomes effective. This press release and the foregoing description shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 (the "Securities Act") or pursuant to an exemption from the registration requirements thereof. 

This communication is not a solicitation of a proxy from any stockholder or investor. The company has filed a preliminary proxy statement with the SEC and intends to deliver to its stockholders a proxy statement in connection with the Share Increase. The company and its directors and executive officers may be deemed to be participants in the solicitation of proxies. Information regarding the company's directors and executive officers may be found in the definitive proxy statement for the company's 2014 Annual Meeting of Stockholders filed April 23, 2014. Directors and executive officers of the company may solicit proxies for the stockholders meeting and will not be compensated separately for such services, but may be reimbursed for their reasonably incurred expenses. The company may also hire and pay a firm to solicit proxies in connection with the proposals to be acted upon at the stockholder meeting. The proxy statement will contain important information about the company and related matters, including information regarding persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies, and the current security holdings of the company's directors and executive officers. Stockholders are urged to read the proxy statement carefully when it becomes available. The written materials described above, including the proxy statement and the interests of participants in the proxy solicitation pursuant to the proxy statement, and other documents filed by the company with the SEC, will be available free of charge at www.sec.gov. Free copies of these documents may also be obtained by directing a written request to: Corporate Secretary, Ikanos Communications, Inc., 47669 Fremont Boulevard, Fremont, California 94538.