Two Leading Independent Proxy Advisory Firms
Now Recommend “FOR” the Merger of Velodyne Lidar and Ouster,
Recognizing the Strengths of the Combined Companies
Velodyne Lidar Board of Directors Continues to
Unanimously Recommend Stockholders Vote “FOR” the Proposed
Merger
Stockholders are Urged to Follow the
Recommendations of Both ISS and Glass Lewis by Voting “FOR”
the Proposed Merger by 11:59 pm (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
the leading independent proxy advisory firm of Institutional
Shareholder Services (“ISS”) has recommended that shareholders vote
“FOR” the proposed merger with Ouster, Inc. (NYSE: OUST) at
Velodyne’s upcoming Special Meeting of Stockholders (the “Special
Meeting”), scheduled for January 26, 2023.
This recommendation from ISS follows the January 10 report from
Glass, Lewis & Co. (“Glass Lewis”), another leading independent
proxy advisory firm, recommending that stockholders vote
“FOR” the proposed merger. The Company is pleased that ISS
and Glass Lewis share its belief that the proposed merger with
Ouster is in the best interests of all Velodyne Lidar stockholders
and support the Board’s unanimous recommendation that shareholders
vote “FOR” the transaction. The proposed merger is believed
to represent a transaction which best positions Velodyne to
generate long-term value for all stockholders.
Highlights from the ISS Report:
- “A vote FOR this proposal is warranted…The [OUST] merger with
VLDR is expected to generate $75 million in annual recurring cost
synergies and appears to resolve pending litigation between the
parties, the strategic rationale appears sound, and the equity form
of the merger consideration provides an opportunity for VLDR
shareholders to participate in the potential upside that may result
from the combination. In light of these considerations, support for
the merger is warranted, the merger with OUST is expected to
generate cost synergies and appears to resolve pending litigation
between the parties, the strategic rationale appears sound, and the
equity form of the merger consideration provides an opportunity for
VLDR shareholders to participate in the potential upside that may
result from the combination.”
- “…[I]n the context of pending patent litigation, the proposed
combination [of OUST and VLDR] appears to mitigate legal
uncertainties and create a company with a greater intellectual
property portfolio.”
- “A QualityScore comparison of key governance provisions
indicates Velodyne Lidar, Inc. shareholders will experience no
material changes in shareholder rights if the merger is
approved.”
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 Velodyne’s
definitive proxy statement filed with the Securities and Exchange
Commission (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.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the federal securities law. Such statements are
based upon current plans, estimates and expectations of the
management of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc.
(“Velodyne”) that are subject to various risks and uncertainties
that could cause actual results to differ materially from such
statements. The inclusion of forward-looking statements should not
be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “may,” “will,” “should,”
“plan,” “could,” “continue,” “target,” “contemplate,” “estimate,”
“forecast,” “guidance,” “predict,” “possible,” “potential,”
“pursue,” “likely,” and words and terms of similar substance used
in connection with any discussion of future plans, actions or
events identify forward-looking statements. All statements, other
than historical facts, including statements regarding the expected
timing of the closing of the proposed transaction; the ability of
the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed
transaction; the cash position of the combined company; the
competitive ability and position of the combined company; and any
assumptions underlying any of the foregoing, are forward-looking
statements. Important factors that could cause actual results to
differ materially from Ouster’s and Velodyne’s plans, estimates or
expectations could include, but are not limited to: (i) the risk
that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect Ouster’s and
Velodyne’s businesses and the price of their respective securities;
(ii) uncertainties as to the timing of the consummation of the
proposed transaction and the potential failure to satisfy the
conditions to the consummation of the proposed transaction,
including obtaining stockholder and regulatory approvals; (iii) the
proposed transaction may involve unexpected costs, liabilities or
delays; (iv) the effect of the announcement, pendency or completion
of the proposed transaction on the ability of Ouster or Velodyne to
retain and hire key personnel and maintain relationships with
customers, suppliers and others with whom Ouster or Velodyne does
business, or on Ouster’s or Velodyne’s operating results and
business generally; (v) Ouster’s or Velodyne’s respective
businesses may suffer as a result of uncertainty surrounding the
proposed transaction and disruption of management’s attention due
to the proposed transaction; (vi) the outcome of any legal
proceedings related to the proposed transaction or otherwise, or
the impact of the proposed transaction thereupon; (vii) Ouster or
Velodyne may be adversely affected by other economic, business,
and/or competitive factors; (viii) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement and the proposed transaction;
(ix) restrictions during the pendency of the proposed transaction
that may impact Ouster’s or Velodyne’s ability to pursue certain
business opportunities or strategic transactions; (x) the risk that
Ouster or Velodyne may be unable to obtain governmental and
regulatory approvals required for the proposed transaction, or that
required governmental and regulatory approvals may delay the
consummation of the proposed transaction or result in the
imposition of conditions that could reduce the anticipated benefits
from the proposed transaction or cause the parties to abandon the
proposed transaction; (xi) risks that the anticipated benefits of
the proposed transaction or other commercial opportunities may
otherwise not be fully realized or may take longer to realize than
expected; (xii) the impact of legislative, regulatory, economic,
competitive and technological changes; (xiii) risks relating to the
value of the Ouster shares to be issued in the proposed
transaction; (xiv) the risk that integration of the proposed
transaction post-closing may not occur as anticipated or the
combined company may not be able to achieve the growth prospects
and synergies expected from the proposed transaction, as well as
the risk of potential delays, challenges and expenses associated
with integrating the combined company’s existing businesses; (xv)
exposure to inflation, currency rate and interest rate fluctuations
and risks associated with doing business locally and
internationally, as well as fluctuations in the market price of
Ouster’s and Velodyne’s traded securities; (xvi) the impact of the
COVID-19 pandemic on Ouster’s and Velodyne’s business and general
economic conditions; (xvii) the market for and adoption of lidar
and related technology and the combined company’s ability to
compete in a market that is rapidly evolving and subject to
technological developments; (xviii) the impact of cost increases
and supply chain shortages in the components needed for the
production of lidar products and related technology; and (xix) the
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Ouster’s and Velodyne’s response to any of
the aforementioned factors. Additional factors that may affect the
future results of Ouster and Velodyne are set forth in their
respective filings with the United States Securities and Exchange
Commission (the “SEC”), including each of Ouster’s and Velodyne’s
most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other filings with the SEC, which are available on the SEC’s
website at www.sec.gov. See in particular Ouster’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 in Part I,
Item 1A, “Risk Factors,” as updated by Ouster’s most recent
Quarterly Report on Form 10-Q in Part II, Item 1A, “Risk Factors”
and Velodyne’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2022, in Part II, Item 1A, “Risk Factors.” The risks
and uncertainties described above and in the SEC filings cited
above are not exclusive and further information concerning Ouster
and Velodyne and their respective businesses, including factors
that potentially could materially affect their respective
businesses, financial conditions or operating results, may emerge
from time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements, and not
to place undue reliance on any forward-looking statements.
Any such forward-looking statements represent management’s
reasonable estimates and beliefs as of the date of this document.
While Ouster and Velodyne may elect to update such forward-looking
statements at some point in the future, they disclaim any
obligation to do so, other than as may be required by law, even if
subsequent events cause their views to change.
Additional Information
In connection with the proposed transaction, Ouster and Velodyne
have filed with the SEC, and the SEC has declared effective on
December 8, 2022, a registration statement on Form S-4 (File No.
333-268556), as amended, that includes a joint proxy statement of
Ouster and Velodyne and also constitutes a prospectus with respect
to shares of Ouster’s common stock to be issued in the proposed
transaction (the “Joint Proxy Statement/Prospectus”). Velodyne and
Ouster commenced mailing of the Joint Proxy Statement/Prospectus to
their respective stockholders on December 9, 2022 and December 14,
2022, respectively. This press release is not a substitute for the
Joint Proxy Statement/Prospectus or any other document which Ouster
or Velodyne may file with the SEC. INVESTORS AND OUSTER’S AND
VELODYNE’S RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS
FILED BY EACH OF OUSTER AND VELODYNE WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors
and stockholders may obtain free copies of the Joint Proxy
Statement/Prospectus and other documents containing important
information about Ouster and Velodyne that are filed or will be
filed with the SEC by Ouster and Velodyne from the SEC’s website at
www.sec.gov. Ouster and Velodyne make available free of charge at
www.ouster.com and www.velodynelidar.com, respectively (in the
“Investors” section), copies of materials they file with, or
furnish to, the SEC.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Participants in the Solicitation
Ouster, Velodyne and their respective directors, executive
officers and certain employees and other persons may be deemed to
be participants in the solicitation of proxies from the
stockholders of Ouster and Velodyne in connection with the proposed
transaction. Securityholders may obtain information regarding the
names, affiliations and interests of Ouster’s directors and
executive officers in Ouster’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, which was filed with the SEC
on February 28, 2022, and its definitive proxy statement for the
2022 annual meeting of stockholders, which was filed with the SEC
on April 27, 2022. Securityholders may obtain information regarding
the names, affiliations and interests of Velodyne’s directors and
executive officers in Velodyne’s definitive proxy statement for the
2022 annual meeting of stockholders, which was filed with the SEC
on April 29, 2022. Additional information regarding the interests
of such individuals in the proposed transaction is included in the
Joint Proxy Statement/Prospectus filed with the SEC. These
documents may be obtained free of charge from the SEC’s website at
www.sec.gov, Ouster’s website at www.ouster.com and Velodyne’s
website at www.velodynelidar.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230117005394/en/
Investor Relations Jordan Darrow Darrow Associates, Inc.
InvestorRelations@velodyne.com
Media Jane Maynard Velodyne Lidar PR@velodyne.com
Velodyne Lidar (NASDAQ:VLDR)
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