Filed by Velodyne Lidar, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Velodyne Lidar, Inc.
Commission File No.: 001-38703
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Joint Update on the Proposed Merger
Between Ouster and Velodyne November 7, 2022
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Disclaimers Forward Looking Statements
This Investor Presentation (“Presentation”) 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 Ouster and
Velodyne 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 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 United States Securities and Exchange Commission (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 June 30,
2022, in Part I, 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 Presentation. 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. Use of Estimates Unless otherwise indicated,
information contained in this presentation concerning our industry, competitive position and the markets in which Ouster operates is based on information from independent industry and research organizations, other third-party sources and management
estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by the Company
upon reviewing such data, and the Company’s experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry
in which Ouster operates and its future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above and in our filings with the SEC. These and other factors could cause results to differ
materially from those expressed in the estimates made by independent parties and by the Company. Trademarks and Copyrights This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property
of their respective owners. Any use of them does not imply affiliation or endorsement, and may be for educational purposes. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation
may be listed without the TM, SM, © or ® symbols, but Ouster will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
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Angus Pacala CEO, Ouster Combined Company:
Chief Executive Officer Patents 304+ granted & pending Sensors Shipped ~16,000 Countries Served 50+ Technology Affordable, performant digital lidar Patents 360+ granted & pending Sensors Shipped 73,000+ Countries Served 50+
Technology High performance lidar and full-stack perception solutions Ted Tewksbury CEO, Velodyne Lidar Combined Company: Executive Chair of the Board 3
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Accelerate Lidar Adoption Proposed Merger
of Equals expected to: Complementary customers, partners, distribution channels Reduced product costs Operational synergies to drive efficient cost-structure Extend cash runway and drive path to profitability Strengthen Financial Position
4
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5 Robust product offerings, including
verticalized software solutions Expanded commercial footprint and distribution network expected to drive increased volumes and reduce product costs to customers Unified team for top-tier customer support Innovative product roadmap Combined strengths
expected to result in robust product suite and expanded commercial reach Velodyne’s proprietary products: Ouster’s proprietary products:
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Pro-Forma Combined Company Cash balance1
(as of September 30, 2022) Operating expenditure synergies2 (annualized compared to standalone cost structures as of September 30, 2022) $355 million at least $75 million 1 Cash balance includes, cash, cash equivalents, restricted cash and
short-term investments; 2 Operating expenditure synergies expect to be realized within 9 months after the transaction-close. Merger expected to unlock significant synergies and enhance shareholder value 6
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Leadership & Governance Angus Pacala,
CEO Ted Tewksbury, Executive Chairman of the Board Full executive team and Board to be announced at closing Consideration All-stock transaction Pro-forma Combined Ownership 50% Ouster and 50% Velodyne Transaction Terms Exchange ratio is 0.8204
shares of Ouster for each share of Velodyne Anticipated Close Expected to close in the first half of 2023 Certain Conditions Subject to customary closing conditions, including certain shareholder approvals Proposed Merger Transaction Summary
7
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Thank you
Cautionary Statement Regarding Forward-Looking Statements
This document 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 Ouster and Velodyne 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 expected timing of the closing of the proposed merger; the ability of the parties to complete the proposed merger considering the various closing conditions; the expected benefits of the proposed
merger, including estimations of anticipated cost savings; 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 Ousters and Velodynes plans, estimates or expectations could include, but are not limited to: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may
adversely affect Ousters and Velodynes businesses and the price of their respective securities; (ii) uncertainties as to the timing of the consummation of the proposed merger and the potential failure to satisfy the conditions to
the consummation of the proposed merger, including obtaining stockholder and regulatory approvals; (iii) the proposed merger may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion
of the proposed merger 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 Ousters or Velodynes operating
results and business generally; (v) Ousters or Velodynes respective businesses may suffer as a result of uncertainty surrounding the proposed merger and disruption of managements attention due to the proposed merger;
(vi) the outcome of any legal proceedings related to the proposed merger or otherwise, or the impact of the proposed merger 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 merger; (ix) restrictions during the pendency of the proposed merger that may
impact Ousters or Velodynes 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
merger, or that required governmental and regulatory approvals may delay the consummation of the proposed merger or result in the imposition of conditions that could reduce the anticipated benefits from the proposed merger or cause the parties to
abandon the proposed merger; (xi) risks that the anticipated benefits of the proposed merger 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 merger; (xiv) the risk that integration of the proposed merger 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 merger, as well as the risk of potential delays, challenges and expenses associated with integrating the
combined companys 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
Ousters and Velodynes traded securities; (xvi) the impact of the COVID-19 pandemic on Ousters and Velodynes business and general economic conditions; (xvii) the market for
and adoption of lidar and related technology and the combined companys 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 Ousters and Velodynes 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 United States Securities and Exchange Commission (the SEC), including each of Ousters and Velodynes 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 SECs website at www.sec.gov. See in
particular Ousters Annual Report on Form 10-K for the fiscal year ended December 31, 2021 in Part I, Item 1A, Risk Factors, as updated by Ousters most recent Quarterly Report on
Form 10-Q in Part II, Item 1A, Risk Factors and Velodynes Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, in Part I, 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 managements 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 merger, Ouster and Velodyne plan to file with the SEC and mail or otherwise provide to their respective stockholders a joint proxy statement/prospectus regarding the proposed merger (as amended or supplemented from time to time, the
Joint Proxy Statement/Prospectus). INVESTORS AND OUSTERS AND VELODYNES RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY
EACH OF OUSTER AND VELODYNE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and
stockholders will be able to obtain a free copy of the Joint Proxy Statement/Prospectus and other documents containing important information about Ouster and Velodyne, once such documents are filed with the SEC, from the SECs 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 communication 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 merger. Securityholders may obtain information regarding the names, affiliations and interests of Ousters directors and executive officers in
Ousters 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 Velodynes directors and executive officers in Velodynes 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 merger will be included in the Joint Proxy
Statement/Prospectus relating to the proposed merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SECs website at www.sec.gov, Ousters investor website at
https://investors.ouster.com/ and Velodynes investor website at https://investors.velodynelidar.com/.
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