Reported Late Wednesday, Ouster And Velodyne Achieve FY22 And Q4 2022 Guidance And Announce Combined Company Board Of Directors In Anticipation Of Closing Of Merger Of Equals; ~$315M In Combined Cash As Of December 31, 2022

Author: Happy Mohamed | February 02, 2023 12:57am

Ouster and Velodyne achieved Fiscal Year and Q4 2022 guidance, respectively

Diverse Combined Company Board designees with deep company, industry, and financial expertise

Approximately $315 million in combined cash1 as of December 31, 2022

Ouster, Inc. (NYSE:OUST) ("Ouster"), a leading provider of high-resolution digital lidar, and Velodyne Lidar, Inc. (NASDAQ:VLDR, VLDRW))))) ("Velodyne"), a global player in lidar sensors and solutions, announced today the proposed designations for the Board of Directors of the Combined Company, subject to approval by the Ouster Board of Directors and closing the proposed merger of equals. The merger is expected to drive significant value creation and result in a stronger financial position through robust product offerings, increased operational efficiencies, ​​and a complementary customer base in fast-growing end-markets.

Combined Company Board of Directors

After careful deliberation in the months following the announcement of the proposed merger, Ouster and Velodyne each selected their four designees to serve as directors of the Combined Company after the proposed merger closes.

Ouster's four designees to the Board of the Combined Company include:

• Angus Pacala: Ouster Chief Executive Officer
• Susan Heystee: Ouster Board Chair; Ouster Compensation Committee Chair and Audit Committee member
• Karin Rådström: Ouster Nominating and Corporate Governance Committee member
• Riaz Valani: prior Ouster Board member and long-term investor

Velodyne's four designees to the Board of the Combined Company include:

• Dr. Ted Tewksbury: Velodyne Chief Executive Officer
• Virginia Boulet: Velodyne Board Chair; Velodyne Nominating and Governance Committee Chair and Compensation Committee member
• Ernest Maddock: Velodyne Audit Committee Chair and Compensation Committee member
• Kristin Slanina: Velodyne Audit Committee and Nominating and Governance Committee member

"The announced designees put forward for the Board of the Combined Company offer significant experience from their time as business leaders across the automotive, semiconductor, telecommunications, software, consumer products, and financial industries," said Ouster CEO Angus Pacala. "These seasoned professionals are well-positioned to govern and guide the combined company as we drive to accelerate the adoption of lidar on our path to profitability, and are equally focused on enhancing value for stockholders."

Rationale for the Merger of Equals

The Combined Company will offer a robust suite of products to continue to serve a diverse set of end-markets and customers while executing on an innovative product roadmap to meet the future needs of the market. With an expanded global commercial footprint and distribution network, the Combined Company expects to deliver increased volumes, reduce product costs, and drive sustainable growth. Key reasons for the merger of equals include:

• Accelerated lidar adoption through leveraging complementary customer bases, industry partners and distribution channels as well as reduced production costs;
• Ability to leverage the combined strengths of both companies, which is expected to result in a more robust product suite and expanded commercial reach;
• A unified team for top-tier customer support and customer success; and
• Strengthened financial position, including operational synergies to drive a more efficient cost structure and annualized cost savings, thus extending the cash runway – collectively, these attributes are expected to provide an improved path to profitability.

Following stockholder approval, Ouster and Velodyne intend to close the transaction promptly, and the combined company will be positioned to leverage its strengthened balance sheet. With the closing cash on hand, and subject to combined company Board approval, the combined company will be positioned to pay off Ouster's credit facility debt of approximately $40 million2. Ouster and Velodyne had a combined cash balance of over $315 million as of December 31, 2022. The combined company expects to achieve annualized cost savings of at least $75 million in operating expenditure synergies, based on standalone cost structures as of September 30, 2022, within 9 months of closing.

Posted In: OUST VLDR