Filed by Gores Metropoulos, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Gores Metropoulos, Inc.
Commission File No.: 001-38791
Date:
August 24, 2020
Luminar
INVESTOR PRESENTATION TRANSCRIPT
Eric Hackel
(Deutsche Bank, Managing Director):
Good morning everyone, this is Eric Hackel from Deutsche Bank. Thank you for joining this transaction announcement
conference call set up by Gores Metropoulos. Today, we are joined by Alec Gores, CEO of Gores Metropoulos, Mark Stone, Senior Managing Director at the Gores Group, Austin Russell, founder and CEO of Luminar and Tom Fennimore, CFO of Luminar. Kicking
off the call will be Alec Gores, CEO of Gores Metropoulos. Mr. Gores, I will now turn it over to you.
Alec Gores (Gores Metropoulos, CEO):
Good morning, everyone. I would like to thank all of you for joining. We are excited to share with you the proposed business combination between Gores
Metropoulos and Luminar. Like in our previous transactions with Hostess, Verra Mobility, and PAE, Gores Metropoulos set out to find a growth oriented business with a strong management team and attractive value proposition, and we believe that
Luminar fits that acquisition criteria perfectly. Luminar represents a rare opportunity to invest in the first autonomous driving technology for cars and trucks in global series production. With its visionary founder, breakthrough LiDAR and
software, top-tier management, compelling unit economics, and serious commercial traction, Luminar is best positioned to dominate the autonomous vehicle landscape and set a new standard for automotive safety.
Together, we will build on this unrivaled momentum to shape the future of transportation. Now, I would like to hand over the presentation to Mark Stone to provide further detail regarding the transaction terms and highlights.
Mark Stone (The Gores Group, Senior Managing Director):
Thank you, Alec. For those of you who saw the press release this morning, we filed a detailed investor presentation that provides an overview of both Luminar
and the transaction. We at Gores value having a world-class management team led by Austin Russell, founder and CEO, and Tom Fennimore, CFO, who have displayed visionary leadership and a strong track record of innovation, and who have deep experience
in the auto industry. Luminars full stack hardware and software autonomy solution for cars and trucks as well as its standalone LiDAR technology offerings have made it the partner of choice for the worlds top OEMs. Leveraging
highly-differentiated LiDAR architecture and component-level innovation, Luminar is collaborating with 7 of the top 10 passenger OEMs and nearly every major autonomous trucking and robo-taxi program currently in development. The company has achieved
over 50 substantial customer engagements, including the first industry-wide series production contract in the autonomous space awarded by Volvo Cars in May of 2020, with expected start of production in 2022. The combined company will have an
estimated pro forma enterprise value of $2.9 billion and an equity value of approximately $3.4 billion, at closing. Luminar will receive $520 million in cash for future funding and stockholders will receive approximately
272 million rollover shares at closing. Cash proceeds raised will consist of Gores Metropoulos $400 million of cash in trust and an additional $170 million common stock PIPE investment, including participation from Volvo
Cars Tech Fund, following up on its initial investment in 2018, as well as participation from Alec Gores, Van Tuyl Companies, Peter Thiel, Crescent Cove, Moore Strategic Ventures, and Nick and Jill Woodman. Luminar is expected to have an
enormous TAM in excess of $150 billion across auto autonomy hardware and software alone, and has multiple levers for sustained growth including significant industry tailwinds, a strong 5 year product roadmap in production and development, a
robust series production and standardization pipeline with long term contracts and substantial new, adjacent market opportunities. Luminar is the leading autonomous vehicle and LiDAR technology company, enabling the first real-world deployments of
autonomy and next-generation safety features at scale. Since its inception, Luminar has re-built LiDAR from the chip-level up, creating the first and only high-performance LiDAR solutions that meet the
stringent OEM specification requirements for safe L3 to L5 autonomy, bypassing the traditional limitations of what is possible with legacy LiDAR technology. Powered by self-built technology capable of enabling true autonomy from a performance and
safety standpoint, Luminars solutions are ready for global manufacturing scale. Now, if you can direct your attention to Mr. Austin Russell, I will let him discuss Luminar and expand on some of the companys recent
developments and potential moving forward.
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