Velodyne Lidar, Inc. (Nasdaq: VLDR, VLDRW) announced that the
Special Meeting of Stockholders ("Special Meeting") scheduled to be
held today to approve the proposed merger with Ouster, Inc. (NYSE:
OUST) and related matters was convened and adjourned without
conducting any business. The Special Meeting will reconvene at 9:00
a.m. PT on February 10, 2023 and will be held virtually at
https://www.virtualshareholdermeeting.com/VLDR2023SM.
“Velodyne has adjourned its Special Meeting until next week to
continue to solicit additional votes. Velodyne issued a joint press
release with Ouster on February 1, which reflects achievement of
guidance, Board designees, and strong financial position and cost
savings attainable upon closing of the proposed merger,” 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.
According to Velodyne bylaws, 50% of shareholders must
participate to reach the required quorum for the Special Meeting.
In addition, more than 50% of outstanding shares must be voted in
favor of the merger to pass the proposal and Velodyne adjourned the
meeting to allow for additional time to solicit votes in favor of
the proposal. All stockholders of record as of the close of
business on December 5, 2022 are entitled to vote and attend the
Special Meeting.
The proxy card included with the previously distributed proxy
materials will not be updated to reflect the adjournment and may
continue to be used to vote shares in connection with the Special
Meeting. Stockholders who have not submitted their proxy for the
Special Meeting, or who wish to change or revoke their proxy, are
urged to do so promptly. Stockholders who have previously submitted
their proxy and do not wish to change or revoke their proxy need
not take any action. If you are a stockholder of record and have
questions or need assistance voting your shares, please contact the
Company's proxy solicitor Kingsdale Advisors by calling toll-free
at 877-659-1821 or via email at
contactus@kingsdaleadvisors.com.
Velodyne Lidar urges stockholders to please vote “FOR”
the Company’s proposed merger with Ouster, Inc. Velodyne’s Board of
Directors unanimously supports the merger. Further 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
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
Thursday, February 9, 2023.
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 Velodyne and Ouster 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 format and timing of the Special Meeting; 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 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 (as amended and supplemented, 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/20230203005423/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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Velodyne Lidar (NASDAQ:VLDR)
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