LeddarTech Inc.® (“LeddarTech” or the “company”), an automotive
software company that provides patented disruptive low-level sensor
fusion and perception software technology for ADAS and AD, and
Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSR, PRSRU,
PRSRW), a publicly traded special purpose acquisition company led
by former Qualcomm President Derek Aberle and chaired by former
Qualcomm Vice Chairman Steve Altman, today announced their entry
into a definitive business combination agreement that would result
in LeddarTech becoming a publicly listed company. Upon closing of
the transaction, which is expected by the fourth quarter of 2023,
LeddarTech is expected to be listed on Nasdaq under the ticker
symbol “LDTC.”
The transaction values LeddarTech at a pro-forma
equity value of U.S. $348 million (assuming no redemptions and the
full conversion of the convertible PIPE [without taking into
account earn-out to LeddarTech existing shareholders or earn-out to
Prospector’s sponsor]) and is expected to provide LeddarTech with
up to U.S. $66 million in gross cash proceeds, which are expected
to be used to fund the commercialization of its first embedded
software solutions, expand its product offerings and deepen its
customer engagements.
LeddarTech is a provider of industry-leading
low-level sensor fusion and perception software for ADAS and AD.
LeddarTech’s software solution is both sensor and
processor-agnostic and significantly reduces the cost to OEMs and
Tier 1-2 automotive suppliers while delivering improved performance
and scalability for entry-level to premium ADAS/AD. ADAS and AD is
the largest market within automotive software and is expected to
grow at an 11% CAGR to U.S. $42 billion by 20301. The company has a
strong early-mover advantage with over seven years of experience
working on low-level sensor fusion and perception with 150 patents
filed (80 granted) covering a broad array of foundational
technologies such as signal acquisition, perception and fusion.
“We are pleased to partner with Prospector to
solidify our position as a leading force in the nascent automotive
software sector. This collaboration is expected to provide us with
the necessary capital and resources to invest in our exceptional
team, and take the company to the next level by positioning the
company to secure customer wins and drive growth in our business. I
am excited that LeddarTech has achieved this important milestone,
which we believe will make LeddarTech one of the rare public
companies in the pure-play ADAS/AD software space,” said Charles
Boulanger, CEO of LeddarTech. Mr. Boulanger continued: “After
leading the company since 2013, I have decided that I will retire
as CEO once we close the transaction, at which time Frantz
Saintellemy, President and COO, is expected to succeed me as
LeddarTech CEO, and I plan to remain with the company as a special
advisor and as a member of the LeddarTech board of directors.”
Mr. Saintellemy commented: “The automotive
industry is increasingly recognizing that low-level sensor fusion
and perception will be the architecture of choice for
next-generation ADAS systems because it materially reduces system
cost, eliminates sensor and processor dependencies and improves
safety. We have a leading ‘software-only’ solution for low-level
sensor fusion and perception that we believe will help drive the
next wave of ADAS as the industry continues to move to
software-defined vehicles. We are actively working with customers
to integrate this disruptive technology.”
“During my tenure at Qualcomm, I experienced the
tremendous value that can be created when innovative companies with
foundational technologies disrupt industries,” said Prospector’s
CEO, Derek Aberle. “We believe LeddarTech has the potential to do
just that. We are excited to partner with LeddarTech’s management
team to help drive growth and adoption of their products and
believe it represents an attractive investment opportunity for our
shareholders.” At the close of the transaction, Mr. Aberle is
expected to become Chairman of the LeddarTech board of
directors.
Transaction Overview
The transaction has been unanimously approved by
the board of directors of Prospector, as well as the board of
directors of LeddarTech, and is subject to the satisfaction of
customary closing conditions, including the approval of
LeddarTech’s and Prospector’s shareholders and the receipt of a
final order of the Superior Court of Justice of Québec approving
the transaction.
The combined entity will receive approximately
U.S. $23 million from Prospector’s trust account, assuming no
redemptions by Prospector’s public shareholders, as well as U.S.
$43 million in gross proceeds from investors including Prospector’s
sponsor, FS Investors (an affiliate of Prospector’s sponsor),
Investissement Québec as a representative of the Government of
Québec, Desjardins Capital and BDC Capital participating in the
transaction via a convertible private placement investment into
LeddarTech.
Conference Call Information
LeddarTech and Prospector have recorded an
investor conference call and presentation discussing the
transaction, which can be accessed by visiting Investor Relations -
LeddarTech.
For Investor Relations, including a copy of the
investor presentation as filed with the SEC, please visit the
LeddarTech website at Investor Relations - LeddarTech or the SEC’s
website for Prospector’s filings.
Advisors
TD Cowen is serving as financial advisor to
Prospector, and Current Capital is serving as a financial advisor
that provided a fairness opinion to Prospector’s board of
directors. Stikeman Elliot LLP and Vedder Price PC are representing
LeddarTech as legal counsel. Osler, Hoskin and Harcourt LLP and
White & Case LLP are representing Prospector as legal counsel.
Goodwin Procter LLP is serving as legal advisor to TD Cowen.
About Prospector Capital
Corp.
Prospector is a special-purpose acquisition
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 a
focus on companies with advanced and highly differentiated
solutions for the technology sector. The company is led by a team
of experienced investors and executives focused on identifying and
investing in high-growth companies with strong management teams and
attractive market opportunities. Prospector’s securities are traded
on Nasdaq under the ticker symbols “PRSR,” “PRSRU” and “PRSRW.”
About LeddarTech
A global software company founded in 2007 and
headquartered in Quebec City with additional R&D centers in
Montreal, Toronto and Tel Aviv, Israel, LeddarTech develops and
provides comprehensive perception software solutions that enable
the deployment of ADAS and autonomous driving (AD) applications.
LeddarTech’s automotive-grade software applies advanced AI and
computer vision algorithms to generate accurate 3D models of the
environment, allowing for better decision making and safer
navigation. This high-performance, scalable, cost-effective
technology is available to OEMs and Tier 1-2 suppliers to
efficiently implement automotive and off-road vehicle ADAS
solutions.
LeddarTech is responsible for several
remote-sensing innovations, with over 150 patents granted or
applied for that enhance ADAS and AD capabilities. Better awareness
around the vehicle is critical in making global mobility safer,
more efficient, sustainable and affordable: this is what drives
LeddarTech to seek to become the most widely adopted sensor fusion
and perception software solution.
Additional information about LeddarTech is
accessible at www.LeddarTech.com and Investor Relations -
LeddarTech.
Important Information About the Proposed
Transaction and Where to Find It
In connection with the proposed business
combination, Prospector, LeddarTech and the combined entity will
prepare and will file with the SEC, the registration statement on
Form F-4 (the “Registration Statement”). Prospector, LeddarTech and
the combined entity will prepare and file the Registration
Statement with the SEC and Prospector will mail the Registration
Statement to its shareholders and file other documents regarding
the business combination with the SEC. This press release is not a
substitute for any proxy statement, registration statement, proxy
statement/prospectus or other documents Prospector or the combined
entity may file with the SEC in connection with the business
combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT WHEN IT
BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE
REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY PROSPECTOR OR
THE COMBINED ENTITY WITH THE SEC IN CONNECTION WITH THE BUSINESS
COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the Registration Statement and other documents filed
with the SEC by Prospector or the combined entity through the
website maintained by the SEC at www.sec.gov.
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 PROPOSED TRANSACTION PURSUANT TO WHICH ANY
SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Forward-Looking Statements
Certain statements contained in this press
release may be considered forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act and Section 21E of the
Exchange Act (which forward-looking statements shall also include
forward-looking statements and forward-looking information within
the meaning of applicable Canadian securities laws), including, but
not limited to, statements regarding the business combination
involving Prospector, LeddarTech and the combined entity, the
ability to consummate the business combination and the timing
thereof, the anticipated benefits from the business combination,
the closing of the private placement financing and expected
proceeds therefrom and statements relating to the anticipated
combined company’s strategy, future operations, prospects,
objectives and financial projections and other financial metrics.
Forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as “may,” “will,” “should,”
“would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”
“estimate,” “project,” “intend,” and other similar expressions
among others. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (i) the risk that the conditions to
the closing of the business combination are not satisfied,
including the failure to timely or at all obtain shareholder
approval for the business combination or the failure to timely or
at all obtain any required regulatory clearances, including under
the HSR Act or of the Superior Court of Justice of Québec; (ii)
uncertainties as to the timing of the consummation of the business
combination and the ability of each of Prospector, LeddarTech and
the combined entity to consummate the business combination; (iii)
the possibility that other anticipated benefits of the business
combination will not be realized, and the anticipated tax treatment
of the business combination; (iv) the occurrence of any event that
could give rise to termination of the business combination; (v) the
risk that shareholder litigation in connection with the business
combination or other settlements or investigations may affect the
timing or occurrence of the business combination or result in
significant costs of defense, indemnification and liability; (vi)
changes in general economic and/or industry specific conditions;
(vii) possible disruptions from the business combination that could
harm LeddarTech’s business; (viii) the ability of LeddarTech to
retain, attract and hire key personnel; (ix) potential adverse
reactions or changes to relationships with customers, employees,
suppliers or other parties resulting from the announcement or
completion of the business combination; (x) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the business combination that could affect
LeddarTech’s financial performance; (xi) legislative,
regulatory and economic developments; (xii) unpredictability and
severity of catastrophic events, including, but not limited to,
acts of terrorism, outbreak of war or hostilities and any epidemic,
pandemic or disease outbreak (including COVID-19), as well as
management’s response to any of the aforementioned factors; and
(xiii) other risk factors as detailed from time to time in
Prospector’s reports filed with the SEC, including Prospector’s
Annual Report on Form 10-K, periodic Quarterly Reports on Form
10-Q, periodic Current Reports on Form 8-K and other documents
filed with the SEC. The foregoing list of important factors is not
exhaustive. Neither Prospector nor LeddarTech can give any
assurance that the conditions to the Business Combination will be
satisfied. Except as required by applicable law, neither Prospector
nor LeddarTech undertakes any obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Offer or Solicitation
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities of
Prospector or the combined entity, 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 the Securities Act.
Participants in
Solicitation
Prospector, LeddarTech and the combined entity,
and certain of their respective directors, executive officers and
employees, may be deemed to be participants in the solicitation of
proxies in connection with the business combination. Information
about the directors and executive officers of Prospector can be
found in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed with the SEC on March 31, 2023.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of proxies in
connection with the business combination, including a description
of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Registration Statement and
other relevant materials when they are filed with the SEC. These
documents can be obtained free of charge from the source indicated
above.
Company Contact:Daniel Aitken,
Vice-President, Global Marketing, Communications and Investor
Relations, LeddarTech Inc.Tel.: + 1-418-653-9000 ext. 232
daniel.aitken@LeddarTech.com
Investor Relations
Contact:Kevin HuntICR Inc.Kevin.Hunt@IcrInc.com
Media Contact:Dan BrennanICR
Inc.Dan.Brennan@icrinc.com
Investor relations contact and
website:
InvestorRelations@LeddarTech.cominvestors.leddartech.com/English/overview/default.aspx
Leddar, LeddarTech, LeddarVision, LeddarSP,
VAYADrive, VayaVision and related logos are trademarks or
registered trademarks of LeddarTech Inc. and its subsidiaries.
All other brands, product names and marks are or may be trademarks
or registered trademarks used to identify products or services of
their respective owners.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/7520e9a2-3dca-4e3e-815b-84a4ccc6a193
______________________1 Source:
McKinsey.
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