HOUSTON, Sept. 14, 2020 /PRNewswire/ -- Graf Industrial
Corp. ("Graf" or the "Company") (NYSE: GRAF, GRAF.U, GRAF WS),
a special purpose acquisition company, announced today that it has
scheduled the special meeting of its stockholders (the "Special
Meeting") to approve its proposed business combination (the
"Business Combination") with Velodyne Lidar, Inc. ("Velodyne") for
September 29, 2020.
Graf, whose securities are currently listed on the New York
Stock Exchange (the "NYSE"), also announced that it intends to list
the shares of common stock and warrants of the post-combination
company, to be named Velodyne Lidar, Inc., on The Nasdaq Stock
Market LLC ("Nasdaq") under the ticker symbols "VLDR" and "VLDRW",
respectively, following the closing of the Business Combination.
The decision to list on Nasdaq was made in consideration of the
Business Combination and enables the post-combination company to be
listed alongside the other innovative technology companies that are
also listed on Nasdaq. At the closing of the Business Combination,
Graf will also delist its units, shares of common stock and
warrants from the NYSE. The Nasdaq listing and NYSE
delisting are subject to the closing of the Business Combination
and fulfillment of all Nasdaq listing requirements.
Earlier today, Graf filed its definitive proxy statement for the
Special Meeting (the "Proxy Statement") and expects to mail the
Proxy Statement to its stockholders of record as of September 14, 2020, the record date for the
Special Meeting (the "Record Date"), on or about September 17, 2020. Graf urges all of its
stockholders of record as of the Record Date to review the Proxy
Statement and submit their votes on the proposals set forth therein
in advance of the Special Meeting. If you are a Graf stockholder of
record as of the Record Date, please vote as soon as possible by
following the instructions set forth in the Proxy Statement to make
sure that your shares are represented at the Special Meeting. If
you are a Graf stockholder and hold your shares in "street name"
through a bank, broker or other nominee, please follow the
instructions provided to you by your bank, broker or other nominee
to ensure that your shares are represented and voted at the Special
Meeting.
The closing of the Business Combination is subject to several
closing conditions, including but not limited to, stockholder
approval of the proposals presented at the Special Meeting and
the satisfaction of other customary closing conditions. If
stockholders do not approve the proposals at the Special Meeting
and Graf is unable to consummate an initial business combination by
the deadline set forth in its current charter, Graf will be
required to dissolve. Each vote is therefore very
important.
About Graf Industrial Corp.
Graf Industrial Corp. is a special purpose acquisition company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination. Graf began trading on the NYSE in October
2018 and its common stock, units and warrants currently trade
under the ticker symbols GRAF, GRAF.U and GRAF WS, respectively.
Graf's website is www.grafacq.com.
About Velodyne Lidar, Inc.
Velodyne Lidar is a global leader in lidar technology providing
real-time 3D vision for autonomous systems thereby empowering the
autonomous revolution by allowing machines to see their
surroundings. Its lidar-based smart vision solutions are well known
in the automotive industry, but also deployed in many nonautomotive
applications, such as last-mile delivery, autonomous mobile robots,
unmanned aerial vehicles (UAVs), advanced security systems, and
smart city initiatives. Velodyne's website is www.velodyne.com.
Forward Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose", "guidance", "outlook", "reaffirm" and variations of
these words or similar expressions (or the negative versions of
such words or expressions) are used to identify forward-looking
statements. These forward-looking statements are not guarantees of
future performance, conditions or results and involve a number of
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside Graf's or Velodyne's
control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include the inability to complete the Business
Combination; the inability to recognize the anticipated benefits of
the Business Combination; the inability to meet Nasdaq listing
standards; costs related to the Business Combination; Velodyne's
ability to manage growth; Velodyne's ability to execute its
business plan; the timing of revenue from existing customers,
including uncertainties related to the ability of Velodyne's
customers to commercialize their products and the ultimate market
acceptance of these products; the uncertain impact of the COVID-19
pandemic on Velodyne's and its customers' businesses; uncertainties
related to Velodyne's estimates of the size of the markets for its
products; the rate and degree of market acceptance of Velodyne's
products; the success of other competing lidar and sensor-related
products and services that exist or may become available;
Velodyne's ability to identify and integrate acquisitions; rising
costs adversely affecting Velodyne's profitability; uncertainties
related to current litigation and potential litigation involving
Graf or Velodyne or the validity or enforceability of Velodyne's
intellectual property; and general economic and market conditions
impacting demand for Velodyne's products and services. Other
factors include the possibility that the Business Combination does
not close, including due to the failure to receive required
stockholder approvals, the failure to satisfy other closing
conditions under the merger agreement relating to the Business
Combination, and other risks and uncertainties included in the
Proxy Statement relating to the Business Combination, including
those under "Risk Factors" therein, and in other filings with the
SEC. Neither Graf nor Velodyne undertakes any obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
Important Information About the Business Combination and
Where to Find It
In connection with the Business Combination, Graf has filed the
Proxy Statement with the Securities and Exchange Commission (the
"SEC"). The stockholders of Graf and other interested
persons are advised to read the Proxy Statement, as it contains
important information about Velodyne, Graf and the Business
Combination. The Proxy Statement and other relevant
materials for the Business Combination will be mailed on or about
September 17, 2020 to stockholders of
Graf as of the Record Date established for voting on the Business
Combination. Stockholders will also be able to obtain copies of the
Proxy Statement and other documents filed with the SEC by Graf,
without charge, once available, at the SEC's web site
at www.sec.gov, or by directing a request to: Graf Industrial
Corp., 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070, Attention: Chief
Executive Officer, (310) 745-8669.
Participants in the Solicitation
Graf and its directors and executive officers may be deemed
participants in the solicitation of proxies from stockholders of
Graf with respect to the Business Combination. A list of the names
of those directors and executive officers and a description of
their interests is contained in Graf's annual report on Form 10-K
for the fiscal year ended December 31,
2019, which was filed with the SEC and is available free of
charge at the SEC's website at www.sec.gov, or by directing a
request to Graf Industrial Corp., 118 Vintage Park Blvd.,
Suite W-222, Houston, Texas 77070,
Attention: Chief Executive Officer, (310) 745-8669. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Business Combination
is contained in the Proxy Statement.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This press release shall
also 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 states or jurisdictions 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 Securities
Act, or an exemption therefrom.
Contact information
Graf Industrial Corp.
James Graf
Chief Executive Officer
james@grafacq.com
Velodyne Lidar, Inc.
Andrew Hamer
Chief Financial Officer
InvestorRelations@velodyne.com
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SOURCE Graf Industrial Corp.