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
November 7, 2022
Subject: Announcement: Velodynes
Proposed Merger with Ouster
Hi ________,
As a valued
customer, we thought you should hear todays exciting news directly from us. This morning, we announced that Velodyne has entered into a definitive agreement to merge with Ouster, another leading provider of lidar technology. This is expected
to drive significant value creation for you as Velodynes customer.
The combination of Velodyne and Ouster is highly complementary. Ousters
cutting-edge digital lidar technology, evidenced by strong unit economics and the performance gains of their new products, complemented by our decades of innovation, high-performance hardware and software solutions, and established global footprint,
positions the combined company to accelerate the adoption of lidar technology across fast-growing markets with a diverse set of customer technology needs.
Our focus will continue to be our customers. The combined company will offer a robust suite of products, including verticalized software solutions, to
continue to serve you while executing on an innovative product roadmap to meet your future needs. A unified engineering team, robust product roadmap, and focused customer success team will provide you with
top-tier hardware, software, and support.
We look forward to providing more information about our combined
company strategy following the close of the proposed merger, which is expected to occur in the first half of 2023. Until the proposed merger closes, Velodyne will continue to operate our business as usual and as a separate and independent company.
Please see our press release for more information on the proposed merger, or reach out to your Velodyne Account Manager with any questions.
Thank you,
Ted Tewksbury
CEO
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, Inc. (Ouster) and Velodyne Lidar, Inc. (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