Velodyne Lidar Board of Directors Recommends
Stockholders Vote “FOR” the Proposed Merger
The Company Believes the Proposed Merger
Represents a Transformational Transaction That Best Positions the
Company to Generate Long-term Value for All Stockholders
Votes Need to be Cast by End of Day (Eastern
Time) on January 25, 2023 or In Person at the Special Meeting of
Stockholders to be Held on January 26, 2023
Velodyne Lidar, Inc. (Nasdaq: VLDR, VLDRW) today announced that
independent proxy advisory firm Glass, Lewis & Co. (“Glass
Lewis”) has recommended that shareholders vote “FOR” the
proposed merger with Ouster, Inc. at the Company’s upcoming Special
Meeting of Stockholders (“Special Meeting”), scheduled for January
26, 2023.
"The combination of Ouster and Velodyne is expected to unlock
enormous synergies, creating a company with the scale and resources
to deliver stronger solutions for customers and society, while
accelerating time to profitability and enhancing value for
shareholders," said Dr. Ted Tewksbury, CEO and member of Velodyne’s
Board of Directors. Dr. Tewksbury will serve as Executive Chairman
of the combined company upon the successful completion of the
proposed merger.
“The merger is a transformational transaction that the Board
believes best positions the company to generate long-term value for
all stockholders,” continued Dr. Tewksbury. “Velodyne is pleased
that Glass Lewis shares the belief that the proposed merger with
Ouster is in the best interests of Velodyne’s stockholders and
supports the Board’s unanimous recommendation that shareholders
vote “FOR” the transaction.”
Highlights from the Glass Lewis Report:
- “We consider the proposed merger is a reasonable response to
the prevailing [market] conditions, where capital is more scarce,
business scale is more important and profitability becomes more
crucial to a developing company's survival.”
- “We see that the combination of Velodyne and Ouster is expected
to result in a stronger financial position, increased operational
efficiencies and an accelerated path to profitability than either
company would be expected to achieve on a standalone basis.”
- “The combined company's complementary and robust product
offerings are expected to appeal to a more diverse set of
end-markets and customers, thereby accelerating the adoption of
lidar technology across various markets.”
- “The combined company expects to be better positioned to
execute on a product roadmap, utilizing the combined management and
engineering teams and intellectual property portfolio.”
- “From a strategic and financial perspective then, we recognize
the synergistic nature of the combination and find the rationale
underpinning the merger to be reasonable.”
Information on the proposed merger can be found in the Company’s
definitive proxy statement (click here), which highlights the
following benefits:
- Accelerated lidar adoption through leveraging complementary
customer bases, industry partners and distribution channels as well
as reduced production costs
- Ability to leverage the combined strengths of both companies,
which is expected to result in a more robust product suite and
expanded commercial reach
- A unified team for top-tier customer support and customer
success
- Strengthened financial position, including operational
synergies to drive a more efficient cost structure and annualized
cost savings, thus extending the cash runway – collectively, these
attributes are expected to provide an improved path to
profitability
Information for
Stockholders:
YOUR VOTE IS IMPORTANT: EVERY VOTE COUNTS—NO MATTER THE SIZE
OF YOUR POSITION.
Velodyne Lidar has scheduled a Special Meeting of Stockholders
(the "Special Meeting") to approve the proposed merger with Ouster,
Inc. for Thursday, January 26, 2023 at 9:00 a.m. Pacific Time. All
stockholders of record as of the close of business on December 5,
2022 are entitled to vote and attend the Special Meeting. The
Special Meeting will be held at 5521 Hellyer Avenue, San Jose, CA
95138. Velodyne Lidar urges stockholders to please vote
“FOR” the Company’s proposed merger with Ouster, Inc.
Voting Information and How to Vote:
- Voting can be done quickly and easily online at
www.proxyvote.com. You will be asked to enter your “control number”
as indicated on the proxy card mailed to each stockholder of
record. If you are a beneficial stockholder and do not have your
control number, please contact your broker; if you are a registered
stockholder and do not have your control number, please contact the
Company’s proxy solicitation firm Kingsdale Advisors by calling
toll-free at 877-659-1821 or via email at
contactus@kingsdaleadvisors.com.
- To vote by phone, please dial 1-800-690-6903 and have your
control number ready, which is available on the proxy card mailed
to each stockholder of record.
- To vote by mail, please mark, sign and date your proxy card and
return it in the postage-paid envelope provided or return it to
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
If you did not receive your proxy information, please contact
Velodyne Lidar’s Investor Relations Department at
investorrelations@velodyne.com for a replacement copy to be sent by
mail or email. Votes must be cast by 11:59 PM Eastern Time on
Wednesday, January 25, 2023.
If you need assistance voting your shares or obtaining your
control number or have any other questions, please contact
Kingsdale Advisors by calling toll free at 877-659-1821 or via
email at contactus@kingsdaleadvisors.com.
About Velodyne Lidar
Velodyne Lidar (Nasdaq: VLDR, VLDRW) ushered in a new era of
autonomous technology with the invention of real-time surround view
lidar sensors. Velodyne, a global leader in lidar, is known for its
broad portfolio of breakthrough lidar technologies. Velodyne’s
revolutionary sensor and software solutions provide flexibility,
quality and performance to meet the needs of a wide range of
industries, including robotics, industrial, intelligent
infrastructure, autonomous vehicles and advanced driver assistance
systems (ADAS). Through continuous innovation, Velodyne strives to
transform lives and communities by advancing safer mobility for
all.
Forward Looking Statements
This press release contains "forward looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995 including, without
limitation, all statements other than historical fact and include,
without limitation, statements regarding Velodyne’s target markets,
new products, development efforts, and competition. When used in
this press release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," “can,” "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Velodyne's control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include the impact on our operations and
financial condition from the effects of the current COVID-19
pandemic both on Velodyne’s business and those of its customers and
suppliers; supply chain issues in the semiconductor market;
Velodyne’s ability to execute its business plan; the timing of
revenue from existing customers, including uncertainties related to
the ability of Velodyne’s customers to commercialize their products
and the ultimate market acceptance of these products; uncertainties
related to Velodyne’s estimates of the size of the markets for its
products and future revenue opportunities, including projects that
are not yet signed or awarded; charges related to the vesting of
the Amazon Warrant; the rate and degree of market acceptance of
Velodyne Lidar’s products in a variety of industries; the success
of other competing lidar and sensor-related products and services
that exist or may become available; rising costs adversely
affecting Velodyne’s profitability; uncertainties related to
Velodyne Lidar’s current litigation and potential litigation
involving Velodyne Lidar or the validity or enforceability of
Velodyne’s intellectual property; the risk that the proposed merger
with Ouster may be delayed or not occur at all for a variety of
reasons, including the failure of either party to obtain a
shareholder vote or delays in obtaining such vote, or termination
of the agreement by either party under customary termination
rights; disruptions to our business during the pendency of the
proposed merger, including management distraction as well as the
response of business partners and employees; the risk of negative
publicity and litigation as a result of the proposed merger; the
diversion of management time in connection with the proposed
merger; customary operating covenants in the merger agreement that
limit Velodyne Lidar’s ability to engage in certain actions without
the consent of Ouster (which shall not be unreasonably withheld);
the risk that the combined company may fail to realize the
anticipated benefits and cost savings from the merger; Velodyne
Lidar’s ability to partner with and rely on third party
manufacturers; general economic and market conditions impacting
demand for Velodyne Lidar’s products and services; and changes in
applicable laws or regulations.
For more information about risks and uncertainties associated
with Velodyne’s business, please refer to the “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and “Risk Factors” sections of Velodyne’s SEC filings,
including, but not limited to, its annual report on Form 10-K and
quarterly reports on Form 10-Q. All forward-looking statements in
this press release are based on information available to Velodyne
as of the date hereof, Velodyne undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
Participants in the Solicitation
Velodyne Lidar and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transactions contemplated by the
proposed merger with Ouster, Inc. Information regarding Velodyne
Lidar’s directors and executive officers is contained in the
definitive proxy statement, which was filed with the SEC on
December 8, 2022.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation
of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, sale or solicitation 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, and otherwise in accordance
with applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230112005270/en/
Investor Relations Jordan Darrow Darrow Associates, Inc.
InvestorRelations@velodyne.com
Media Jane Maynard Velodyne Lidar PR@velodyne.com
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