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Ouster (NYSE: OUST), a number one supplier of high-resolution digital lidar, and Velodyne (NASDAQ: VLDR, VLDRW), a number one international participant in lidar sensors and options, introduced that they’ve entered right into a definitive settlement to merge in an all-stock transaction. The proposed merger is anticipated to drive vital worth creation and lead to a powerful monetary place by strong product choices, elevated operational efficiencies, and a complementary buyer base in fast-growing end-markets.
Ouster and Velodyne will host a joint webcast on November 7, 2022 at 8:30 AM ET to debate the deliberate merger.
Key Strengths of the Mixed Firm:
- Operational synergies throughout engineering, manufacturing, and basic administration assist an optimized cost-structure
- Sturdy product choices, together with verticalized software program, to serve a broad set of consumers
- Complementary buyer base, companions, and distribution channels, coupled with diminished product prices and an progressive roadmap, to speed up lidar adoption throughout fast-growing finish markets
- In depth mental property portfolio with 173 granted and 504 pending patents, backed by over 20 years of mixed expertise in lidar know-how innovation
- World-class management staff to be led by Dr. Ted Tewksbury as Government Chairman of the Board and Angus Pacala as Chief Government Officer
- Robust monetary place with mixed money steadiness[1] of roughly $355 million as of September 30, 2022
- In comparison with stand-alone price buildings as of September 30, 2022, annualized operational expenditure synergies of a minimum of $75 million anticipated to be realized inside 9 months after transaction-close
“Ouster’s cutting-edge digital lidar know-how, evidenced by robust unit economics and the efficiency positive aspects of our new merchandise, complemented by Velodyne’s many years of innovation, high-performance {hardware} and software program options, and established international buyer footprint, positions the mixed firm to speed up the adoption of lidar know-how throughout fast-growing markets with a various set of buyer wants,” stated Ouster CEO Angus Pacala. “Collectively, we’ll goal to ship the efficiency prospects demand whereas reaching value factors low sufficient to advertise mass adoption.”
“Lidar is a invaluable enabling know-how for autonomy, with the flexibility to dramatically enhance the effectivity, productiveness, security, and sustainability of a world in movement. We goal to create a vibrant and wholesome lidar trade by providing each inexpensive, high-performance sensors to drive mass adoption throughout all kinds of buyer purposes, and by creating scale to drive worthwhile and sustainable income progress,” stated Velodyne CEO Dr. Ted Tewksbury. “The mixture of Ouster and Velodyne is anticipated to unlock monumental synergies, creating an organization with the dimensions and sources to ship stronger options for purchasers and society, whereas accelerating time to profitability and enhancing worth for shareholders.”
The mixed firm will supply a sturdy suite of merchandise to proceed to serve a various set of end-markets and prospects whereas executing on an progressive product roadmap to fulfill the long run wants of the market. A unified engineering staff, compelling product roadmap, and centered buyer success staff will goal to offer best-in-class assist to prospects to ship inexpensive and extra performant sensors. Additional, administration plans to streamline operational expenditures to construct an total price construction that’s in keeping with the projected income progress of the mixed firm. Ouster and Velodyne had a mixed money steadiness of roughly $355 million as of September 30, 2022, and goal to understand annualized price financial savings of a minimum of $75 million inside 9 months after closing the proposed merger. With an expanded international business footprint and distribution community, the mixed firm expects to ship elevated volumes, scale back product prices, and drive sustainable progress.
Management and Governance
The mixed firm can be led by Angus Pacala, who will function Chief Government Officer, and Dr. Ted Tewksbury, who will function Government Chairman of the Board. The Board can be comprised of eight members, with every firm appointing an equal variety of members. The total Board and govt staff can be introduced at a later date.
Transaction Particulars
The merger settlement was signed on November 4, 2022. Below the phrases of the settlement, every Velodyne share can be exchanged for 0.8204 shares of Ouster at closing. The transaction will lead to current Velodyne and Ouster shareholders every proudly owning roughly 50% of the mixed firm, based mostly on present shares excellent.
The merger transactions are topic to customary closing circumstances together with shareholder approval by each firms. Each firms will proceed to function their companies independently till the shut of the merger transactions. The merger transactions are anticipated to be accomplished within the first half of 2023.
Barclays is serving as monetary advisor and Latham & Watkins LLP is serving as authorized advisor to Ouster. BofA Securities, Inc. is serving as monetary advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as authorized advisor to Velodyne.
Ouster and Velodyne will every file the complete textual content of the merger settlement with the Securities and Trade Fee with a Kind 8-Okay inside 4 enterprise days of the date of this launch. Traders and safety holders of every firm are suggested to evaluation these filings for the complete phrases of the proposed mixture, in addition to any future filings made by the businesses, together with the Kind S-4 Registration Assertion to be filed by Ouster and associated Joint Proxy Assertion/Prospectus included therein. See under below “Further Data and The place to Discover It”.
Joint Webcast Data
Ouster and Velodyne will host a joint webcast on November 7, 2022 at 8:30 AM ET to debate the proposed merger.
Traders and analysts can register for the webcast by visiting the next web site: https://occasion.on24.com/wcc/r/4007460/9C27A5975C89846F7B386331F4D80C90. The webcast can be out there as a replay for one 12 months on Ouster’s investor web site at https://traders.ouster.com and on Velodyne’s investor web site at https://traders.velodynelidar.com.
About Ouster
Ouster (NYSE: OUST) is constructing a safer and extra sustainable future by its high-resolution digital lidar sensors for the automotive, industrial, good infrastructure, and robotics industries. Ouster’s sensors supply a wonderful mixture of value and efficiency with the pliability to span tons of of use-cases and allow revolutionary autonomy throughout industries. With a worldwide staff and high-volume manufacturing, Ouster helps roughly 700 prospects in over 50 international locations. Ouster is headquartered in San Francisco, CA with places of work within the Americas, Europe, Asia-Pacific, and the Center East. For extra data, go to www.ouster.com, or join with us on Twitter or LinkedIn.
About Velodyne
Velodyne ushered in a brand new period of autonomous know-how with the invention of real-time encompass view lidar sensors. Velodyne, a worldwide chief in lidar, is understood for its broad portfolio of breakthrough lidar applied sciences. Velodyne’s revolutionary sensor and software program options present flexibility, high quality and efficiency to fulfill the wants of a variety of industries, together with autonomous automobiles, superior driver help methods (ADAS), industrial, clever infrastructure and robotics. By steady innovation, Velodyne strives to remodel lives and communities by advancing safer mobility for all.
Velodyne’s principal govt places of work are situated at 5521 Hellyer Avenue, San Jose, CA 95138 and its phone quantity is 669-275-2251. Velodyne’s web site deal with is www.velodynelidar.com. Velodyne doesn’t incorporate the data on, or accessible by, its web site into this press launch, and traders and securityholders shouldn’t think about any data on, or accessible by, Velodyne’s web site as a part of this press launch.
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