HOD HASHARON, Israel and NEW
YORK, May 25, 2021
/PRNewswire/ -- Valens, a premier provider of high-speed
connectivity solutions for the audio-video and automotive markets,
and PTK Acquisition Corp. (NYSE: PTK.U) ("PTK"), a special purpose
acquisition company, today announced they have entered into a
definitive business combination agreement. The combined company
will be called Valens and will trade on the New York Stock Exchange
under the symbol "VLN" following the close of the transaction.
Gideon Ben-Zvi, CEO of Valens
said, "Valens sets the bar in every industry we touch. Our chipsets
are in high volume production with several leading automotive
Tier-1s and are currently on the road in Daimler vehicles. The
automotive market presents an immense opportunity that will
continue to grow as OEMs introduce new vehicles with far more
sensors and displays than ever before. Valens' upcoming
standard-compliant chipsets are poised to revolutionize the global
automotive industry with connectivity solutions for infotainment
applications, ADAS systems and autonomous driving. In audio-video,
our HDBaseT technology is a leading standard for long-range
connectivity and is embedded into thousands of products from
top-brand manufacturers."
Valens chipsets transmit video and data at industry-leading
multi-gigabit bandwidth over long-reach, space-efficient wiring
infrastructure, guaranteeing error-free links with zero latency –
all at the lowest total system cost.
Valens' superior technology has enabled the company to set
industry standards across markets. In automotive, Valens is driving
the next stages in the evolution of advanced driver-assistance
systems (ADAS) and autonomous driving, which require an
ever-increasing number of mission-critical sensors in the vehicle.
Valens' high-speed connectivity is a leading solution for safety
and reliably handling the massive amounts of data generated by
these sensors. As a result, the company's technology was selected
as the baseline for MIPI A-PHY, the new global automotive video
connectivity standard, giving the company a significant first-mover
advantage.
In audio-video, Valens is a market leader in long-reach
connectivity, where its HDBaseT technology is a leading industry
standard. This established business is experiencing strong growth
fueled by a surge in demand for video conferencing, hybrid
education, and remote healthcare.
Peter Kuo, CEO of PTK Acquisition
Corp., stated, "With Valens, PTK identified a rare opportunity to
combine with a company that is defining the future of connectivity
and is validated by multiple industry standards. With a proven
track record of success, Valens is public company ready, with a
large addressable market, marquee customers, and a compelling
business model with a high degree of revenue visibility. We are
thrilled to partner with Valens' best-in-class management team as
they leverage the capital from this transaction to fuel sustained
growth and success."
Transaction Overview
The Board of Directors of each of
Valens and PTK have unanimously approved the transaction. The
transaction requires the approval of the stockholders of PTK and
Valens and is subject to customary closing conditions, including a
registration statement being declared effective by the Securities
and Exchange Commission ("SEC"). The transaction is expected to
close in the fall of 2021.
The transaction is expected to deliver approximately
$240 million of gross proceeds,
including up to $115 million of cash
held in PTK's trust account (assuming no redemptions) and
$125 million from a fully subscribed
PIPE offering led by an established global institutional investor,
as well as by Mediatek, a leading global semiconductor company for
mobile, home and automotive. PTK's sponsor will also be
participating in the PIPE offering. This business combination
values the post-transaction Valens at an initial pro-forma equity
value of approximately $1.16
billion.
Valens shareholders will continue to hold their existing equity
in the combined company.
Following completion of the transaction, Valens will continue to
be led by its experienced management team, with Gideon Ben-Zvi as CEO, Dror Heldenberg as CFO, and all six Valens
founders retaining their senior management or board positions.
Ker Zhang from PTK will join the
Valens board of directors upon closing of the transaction.
Advisors
BofA Securities is acting as exclusive
financial advisor to Valens.
Citigroup, BofA Securities and Oppenheimer are joint placement
agents on the PIPE.
Davis Polk & Wardwell LLP and
Meitar Law Offices are serving as legal advisor for Valens in the
U.S. and Israel, respectively.
Financial Profiles, Inc. is serving as investor relations advisor
for Valens. Goodwin Procter LLP and Goldfarb Seligman & Co. are serving as legal
advisors to PTK in the U.S. and Israel, respectively. Winston &
Strawn LLP is acting as legal advisor to Citigroup, BofA Securities
and Oppenheimer.
Investor Webcast Information
Valens and PTK are
hosting a webcast to present the Valens corporate story and to
review the proposed transaction. To access the webcast, which is
available now, please visit Valens' website at
https://www.valens.com/investors or PTK's website at
https://www.ptktech.com It will also be filed with the SEC as an
exhibit to PTK's Current Report on Form 8-K prior to the webcast,
and available on the SEC website at www.sec.gov.
About Valens
Valens is a leading provider of
semiconductor products, pushing the boundaries of connectivity by
enabling long-reach, high-speed video and data transmission for the
audio-video and automotive industries. Valens' Emmy® award-winning
HDBaseT technology is the leading standard in the professional
audio-video market with tens of millions of Valens' chipsets
integrated into thousands of HDBaseT-enabled products. Valens
Automotive is a key enabler of the evolution of autonomous driving,
providing chipsets that are on the road in vehicles around the
world. The underlying technology has been selected to become the
basis for MIPI A-PHY, the global standard for automotive
connectivity. Founded in 2006, Valens is based in Hod
Hasharon, Israel, with offices in the
US, Europe and Asia. For more information:
www.valens.com.
About PTK Acquisition Corp.
PTK Acquisition Corp. is
a blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. With
extensive operational and investment experience in the hardware and
semiconductor industries, the PTK management team leverages global
market relationships to tap into synergies across the electronics
and automotive value chain. PTK Acquisition Corp. targets companies
that focus on the most innovative subsectors within corporate and
institutional information technology, hardware and software
systems, and markets for the consumer-oriented gaming and digital
entertainment. For more information: www.ptktech.com.
Important Information and Where to Find It
The
proposed business combination will be submitted to shareholders of
PTK for their consideration. Valens intends to file a registration
statement on Form F-4 (the "Registration Statement") with the SEC
which will include preliminary and definitive proxy statements to
be distributed to PTK's shareholders in connection with PTK's
solicitation for proxies for the vote by PTK's shareholders in
connection with the proposed business combination and other matters
as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
PTK's shareholders in connection with the completion of the
proposed business combination. After the Registration Statement has
been filed and declared effective, PTK will mail a definitive proxy
statement and other relevant documents to its shareholders as of
the record date established for voting on the proposed business
combination. PTK's shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement /
prospectus and any amendments thereto and, once available, the
definitive proxy statement / prospectus, in connection with PTK's
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed business
combination, because these documents will contain important
information about PTK, Valens and the proposed business
combination. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by PTK, without
charge, at the SEC's website located at www.sec.gov or by directing
a request to PTK Acquisition Corp., 4601 Wilshire, Boulevard, Suite 240, Los Angeles, California 90010.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
PTK, Valens and
certain of their respective directors, executive officers and other
members of management and employees may, under SEC rules, be deemed
to be participants in the solicitations of proxies from PTK's
shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of PTK's shareholders in
connection with the proposed business combination will be set forth
in PTK's proxy statement / prospectus when it is filed with the
SEC. You can find more information about PTK's directors and
executive officers in PTK's 10-K filed with the SEC on April 1, 2021. Additional information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests will be included in the proxy
statement / prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the
proxy statement / prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
Non-Solicitation
This press release is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such 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, as
amended.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate,"
"believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the
anticipated transaction and future economic and market conditions.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Valens' and PTK's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Valens and PTK.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign
business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of PTK or
Valens is not obtained; failure to realize the anticipated benefits
of the proposed business combination; risks relating to the
uncertainty of the projected financial information with respect to
Valens; future global, regional or local economic and market
conditions; the development, effects and enforcement of laws and
regulations; Valens' ability to manage future growth; Valens'
ability to develop new products and solutions, bring them to market
in a timely manner, and make enhancements to them; the effects of
competition on Valens' future business; the amount of redemption
requests made by PTK's public shareholders; the ability of PTK or
the combined company to issue equity or equity-linked securities in
connection with the proposed business combination or in the future;
the outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; the effects of health
epidemics, such as the recent global COVID-19 pandemic, have had
and could in the future have on Valens' revenue, its employees and
results of operations; the cyclicality of the semiconductor
industry; Valens' ability to adjust its supply chain volume due to
changing market conditions or failure to estimate its customers'
demand, including during any downturn in the automotive or
audio-video markets; disruptions in relationships with any one of
Valens' key customers; difficulty selling products if customers do
not design Valens products into their product offerings; Valens'
dependence on winning selection processes and ability to generate
timely or sufficient net sales or margins from those wins;
political conditions in Israel;
and those factors discussed in PTK's 10-K filed with the SEC on
April 1, 2021 under the heading "Risk
Factors," and other documents of PTK filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Valens nor PTK presently know or that
Valens and PTK currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Valens' and PTK's expectations, plans or forecasts of
future events and views as of the date of this press release.
Valens and PTK anticipate that subsequent events and developments
will cause Valens' and PTK's assessments to change. However, while
Valens and PTK may elect to update these forward-looking statements
at some point in the future, Valens and PTK specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Valens' and PTK's assessments as
of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Contacts
Valens
Media:
Pat Burek
Financial Profiles, Inc.
US: +1 310-622-8224
Valens@finprofiles.com
Justine Rosin
Headline Media
IL:+972 54 885 9141
US:+1 917 724 2176
Valens@headline.media
Investors:
Matthew Keating, CFA
Financial Profiles, Inc.
US: +1 310-622-8230
ValensIR@finprofiles.com
Larry Clark, CFA
Financial Profiles, Inc.
U.S.: +1 310-622-8223
ValensIR@finprofiles.com
PTK Acquisition Corp.
Ker Zhang
Secretary and Director
kerzhang@ptktech.com
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SOURCE Valens Semiconductor and PTK Acquisition Corp.
