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 ________,
This morning, we
announced that we have entered into a definitive agreement to merge with Ouster in an all-stock transaction that is expected to drive significant value creation for Velodyne as well as our strategic partners
and suppliers.
The combination of Velodyne and Ouster is highly complementary. Ousters cutting-edge digital lidar technology, evidenced by product
performance gains, combined with Velodynes decades of innovation, high-performance hardware and software solutions and established global customer footprint, position the combined company to accelerate the adoption of lidar technology across
fast-growing markets with a diverse set of customer needs.
Importantly, the proposed merger will strengthen our financial position, and is expected to
enable us to quickly scale and drive profitable and sustainable revenue growth that will benefit our partners and suppliers as we serve more customers in more segments. Together, we plan to offer robust product offerings and extend our commercial
reach through our complementary customer base, partners, and distribution channels, accelerating lidar adoption and driving higher product volumes. The proposed merger is also expected to enable us to drive improved unit economics through increased
volume and operational scale. 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.
From now until the proposed merger closes, Velodyne will continue to operate its business as usual as a separate and independent company. Please see our press
release for more information on the proposed merger or reach out to your Velodyne representative with any questions.
Thank you,
Thomas OBrien
VP Supply Chain Management
Velodyne Lidar