- After closing of the proposed transaction, Cepton will operate
as a privately held indirect subsidiary of Koito in the U.S., with
corporate headquarters in San Jose, CA.
- Cepton and Koito have partnered since 2017 to industrialize
high-performance lidar solutions for mass-market automotive, smart
infrastructure and industrial applications.
- The proposed transaction is poised to accelerate the
commercialization of Cepton’s lidar technology through increased
financial stability and scalability.
- The integration of Cepton through the proposed transaction is
expected to enhance Koito’s capabilities in automotive sensing
solutions with strengthened technology advancement, product
offerings and market penetration into new verticals.
- The proposed transaction builds on the long-term synergy
between Cepton’s innovative spirit and Koito’s engineering
heritage, enabling sustainable focus on quality and resilience
against industry challenges.
Cepton, Inc. (“Cepton” or the “Company”) (Nasdaq: CPTN), a
Silicon Valley innovator and leader in high performance lidar
solutions, announced today that it has signed a definitive
agreement (the “Agreement”) providing for the acquisition by KOITO
MANUFACTURING CO., LTD. (“Koito”) (TSE: 7276), a leading automotive
tier one supplier, of all of the outstanding capital stock of the
Company not owned by Koito for $3.17 per share in an all-cash
transaction.
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the full release here:
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Cepton stockholders will receive $3.17 per share in cash, which
represents a premium of approximately 25.3% to the closing price as
of Friday, July 26, 2024. The material terms of the transaction
will be described in Cepton’s current report on Form 8-K, which
will be filed with the Securities and Exchange Commission
today.
The proposed transaction will complement Koito’s existing sensor
technology roadmap, while providing Cepton with the financial
stability and scalability that are crucial to the commercialization
of its lidar technology. After the transaction, Cepton will operate
as a privately held indirect subsidiary of Koito in the U.S.
“I am excited about the next stage of Cepton’s growth as we
embark on a new journey together with Koito,” said Dr. Jun Pei, CEO
and Co-founder of Cepton. “Over the past few years, we have
achieved many remarkable milestones in product innovation and
development, establishing ourselves as one of the most trusted
lidar solutions providers in the automotive industry. A significant
portion of our efforts were greatly supported by Koito as our
long-term partner and investor.
“As we carry on our pioneering spirit as a Silicon Valley
company and deepen our commitment to driving cutting-edge
innovation, leaning on Koito’s century-old heritage of engineering
rigor will heighten our dedication to delivering quality solutions
to customers worldwide. Our partnership with Koito will provide us
with unique access to a broader range of opportunities and
resources and help us stay resilient to industry challenges in a
way no other lidar company can. This will position us as a leading
automotive lidar company for years to come, as Cepton continues to
execute current automotive programs and actively manage future OEM
initiatives.”
Michiaki Kato, President and COO of Koito, said: “We appreciate
and are impressed by the outstanding technical capabilities
exhibited by the Cepton team throughout our years of collaboration.
We recognize this proposed transaction is an essential step toward
realization of Koito’s vision of ‘lighting the way for our
sustainable future.’ We are convinced that having Cepton as a
member of the Koito group will significantly enhance the
competitiveness of our sensor business.
Under our corporate message of ‘Lighting for Your Safety,’ Koito
has been contributing to realizing a safe and secure mobility
society through ‘light’ in the field of automotive lighting
equipment and other products. By adding lidar, a sensor that uses
‘light,’ to our product lineup, we will contribute to safety and
security in the next-generation mobility society where ADAS and
autonomous driving become popular, and we will aim for sustainable
corporate growth by providing even higher value-added products
through synergy between automotive lighting equipment and sensor
technology.”
Mitch Hourtienne, Chief Commercial Officer at Cepton, adds: “In
addition to broadening business platforms for both Koito and
Cepton, we expect our partnership to make a positive impact on the
overall automotive lidar ecosystem, driving industry standards and
accelerating adoption at scale. We are ready to better support our
automotive OEM customers in safely deploying lidar-enhanced
assisted and autonomous driving platforms through a streamlined and
stabilized supply chain, making safe autonomy truly available in
every consumer vehicle.”
O’Melveny and Myers LLP is acting as legal advisor to the
Company. Craig-Hallum Capital Group LLC is acting as exclusive
financial advisor to a special committee of disinterested and
independent members of the Company’s board of directors and Cooley
LLP is acting as legal advisor to the special committee. Davis Polk
& Wardwell LLP and Nishimura & Asahi (Gaikokuho Kyodo
Jigyo) are acting as legal advisors to Koito. WTW is acting as HR
advisor to Koito.
Closing Conditions and Timing
The Transaction, which has been approved by each company’s Board
of Directors and recommended to Cepton’s stockholders by Cepton’s
Board of Directors, is expected to close in the first quarter of
2025, subject to approval of Cepton’s stockholders representing at
least a majority of the outstanding shares, regulatory approvals,
and other customary closing conditions.
Additional Information about the Proposed Transaction and
Where to Find It
This communication relates to the proposed transaction (the
“Transaction”) involving Cepton, Inc.
(the “Company”) and KOITO
MANUFACTURING CO., LTD (“Parent”). In connection with the proposed
Transaction, the Company intends to file relevant materials with
the SEC, including a proxy statement on Schedule 14A (the
“Proxy Statement”) and a transaction
statement on Schedule 13E-3 (the “Schedule
13E-3”). The Proxy Statement will contain important
information about the proposed Transaction and related matters.
This communication is not a substitute for the Proxy Statement, the
Schedule 13E-3 or any other document that the Company may file with
the SEC or send to its stockholders in connection with proposed
Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO), SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
TRANSACTION. The Proxy Statement (any amendments or supplements
thereto), Schedule 13E-3 and other relevant materials, and any
other documents filed by the Company with the SEC, may be obtained
once such documents are filed with the SEC free of charge on the
SEC’s website at www.sec.gov or free of charge from the Company on
the Company’s investor relation’s website at
https://investors.cepton.com.
Participants in the Solicitation
The Company and its executive officers and directors and certain
other members of management and employees may, under the rules of
the SEC, be deemed to be “participants” in the solicitation of
proxies in connection with the proposed Transaction. Information
about the directors and executive officers of the Company and their
ownership of the Company’s common stock is set forth in the
definitive proxy statement for the Company’s 2024 Annual Meeting of
Stockholders, which was filed with the SEC on May 15, 2024, or its
Annual Report on Form 10-K for the year ended December 31, 2023,
and in other documents filed by the Company with the SEC. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in
respect of the proposed Transaction when they become available.
Free copies of the Proxy Statement and such other materials may be
obtained as described in the preceding paragraph.
Forward-Looking Statements Safe Harbor
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, including without
limitation, the Company’s expectations, plans and opinion regarding
the proposed Transaction. Forward-looking statements can be
identified by words such as “estimate,” “objective,” “plan,”
“project,” “forecast,” “intend,” “aim,” “will,” “expect,”
“anticipate,” “believe,” “seek,” “target,” “milestone,” “designed
to,” “proposed” or other similar expressions that predict or imply
future events, trends, terms, and/or conditions or that are not
statements of historical fact. The Company cautions readers of this
press release that these forward-looking statements are subject to
risks and uncertainties, most of which are difficult to predict and
many of which are beyond the Company’s control, that could cause
the actual results to differ materially from the expected results.
These forward-looking statements include, but are not limited to:
(i) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement between
the parties to the proposed Transaction; (ii) the failure to obtain
the approval of the proposed Transaction from the Company’s
stockholders; (iii) the failure to obtain certain regulatory
approvals or the failure to satisfy any of the other closing
conditions to the completion of the proposed Transaction within the
expected timeframes or at all; (iv) risks related to disruption of
management’s attention from the Company’s ongoing business
operations due to the proposed Transaction; (v) the effect of the
announcement of the proposed Transaction on the ability of the
Company to retain and hire key personnel and maintain relationships
with its customers, suppliers and others with whom it does
business, or on its operating results and business generally; (vi)
uncertain global macro-economic and political conditions; and (vii)
other risks listed from time to time in the Company’s filings with
the SEC. These forward-looking statements should not be relied upon
as representing the Company’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. All
forward-looking statements speak only as of the date hereof. The
Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of
unanticipated events. The Company does not intend or undertake, and
expressly disclaims, any duty or obligation to publicly update any
forward-looking statements to reflect events, circumstances or new
information after the date of this press release, or to reflect the
occurrence of unanticipated events.
About Cepton
Cepton is a Silicon Valley innovator of lidar-based solutions
for automotive (ADAS/AV), smart cities, smart spaces and smart
industrial applications. With its patented lidar technology, Cepton
aims to take lidar mainstream and achieve a balanced approach to
performance, cost and reliability, while enabling scalable and
intelligent 3D perception solutions across industries. Founded in
2016 and led by industry veterans with decades of collective
experience across a wide range of advanced lidar and imaging
technologies, Cepton is focused on the mass market
commercialization of high performance, high quality lidar
solutions. Cepton is headquartered in San Jose, CA and has a center
of excellence facility in Troy, MI to provide local support to
automotive customers in the Metro Detroit area. Cepton also has a
presence in Germany to serve European customers. For more
information, visit www.cepton.com and follow Cepton on LinkedIn and
X (formerly known as Twitter).
About Koito
Under the corporate message, “Lighting for Your Safety”, KOITO
MANUFACTURING CO., LTD. (Koito) has been marking a history of
leadership in automotive lighting since its establishment in 1915.
Today, the Koito Group consists of 30 companies located in 13
countries worldwide and provides products and services to customers
all over the world, through a global network led by five major
regions (Japan, Americas, Europe, China, and Asia). Its products,
recognized for their high quality and advanced technology, are
widely used by automotive makers worldwide. The company is
responding to the future transformation of mobility through the
development of next-generation lighting technologies and related
equipment, control systems, and environmentally friendly products,
materials, and production methods. For more information, please
visit www.koito.co.jp/english.
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