Independent Proxy Advisory Firm Glass, Lewis & Co. Recommends Velodyne Lidar Stockholders Vote "FOR" The Merger With Ouster, Inc.

Author: Benzinga Newsdesk | January 12, 2023 10:08am

Velodyne Lidar Board of Directors Recommends Stockholders Vote "FOR" the Proposed Merger

The Company Believes the Proposed Merger Represents a Transformational Transaction That Best Positions the Company to Generate Long-term Value for All Stockholders

Votes Need to be Cast by End of Day (Eastern Time) on January 25, 2023 or In Person at the Special Meeting of Stockholders to be Held on January 26, 2023

Velodyne Lidar, Inc. (NASDAQ:VLDR, VLDRW))))) today announced that independent proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") has recommended that shareholders vote "FOR" the proposed merger with Ouster, Inc. at the Company's upcoming Special Meeting of Stockholders ("Special Meeting"), scheduled for January 26, 2023.

"The combination of Ouster and Velodyne is expected to unlock enormous synergies, creating a company with the scale and resources to deliver stronger solutions for customers and society, while accelerating time to profitability and enhancing value for shareholders," said Dr. Ted Tewksbury, CEO and member of Velodyne's Board of Directors. Dr. Tewksbury will serve as Executive Chairman of the combined company upon the successful completion of the proposed merger.

"The merger is a transformational transaction that the Board believes best positions the company to generate long-term value for all stockholders," continued Dr. Tewksbury. "Velodyne is pleased that Glass Lewis shares the belief that the proposed merger with Ouster is in the best interests of Velodyne's stockholders and supports the Board's unanimous recommendation that shareholders vote "FOR" the transaction."

Highlights from the Glass Lewis Report:

• "We consider the proposed merger is a reasonable response to the prevailing [market] conditions, where capital is more scarce, business scale is more important and profitability becomes more crucial to a developing company's survival."
• "We see that the combination of Velodyne and Ouster is expected to result in a stronger financial position, increased operational efficiencies and an accelerated path to profitability than either company would be expected to achieve on a standalone basis."
• "The combined company's complementary and robust product offerings are expected to appeal to a more diverse set of end-markets and customers, thereby accelerating the adoption of lidar technology across various markets."
• "The combined company expects to be better positioned to execute on a product roadmap, utilizing the combined management and engineering teams and intellectual property portfolio."
• "From a strategic and financial perspective then, we recognize the synergistic nature of the combination and find the rationale underpinning the merger to be reasonable."

Information on the proposed merger can be found in the Company's definitive proxy statement (click here), which highlights the following benefits:

• 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
• 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

Information for Stockholders:

YOUR VOTE IS IMPORTANT: EVERY VOTE COUNTS—NO MATTER THE SIZE OF YOUR POSITION.

Velodyne Lidarhas scheduled a Special Meeting of Stockholders (the "Special Meeting") to approve the proposed merger with Ouster, Inc. for Thursday, January 26, 2023 at 9:00 a.m. Pacific Time. All stockholders of record as of the close of business on December 5, 2022 are entitled to vote and attend the Special Meeting. The Special Meeting will be held at 5521 Hellyer Avenue, San Jose, CA 95138. Velodyne Lidar urges stockholders to please vote "FOR" the Company's proposed merger with Ouster, Inc.

Voting Information and How to Vote:

• Voting can be done quickly and easily online at www.proxyvote.com. You will be asked to enter your "control number" as indicated on the proxy card mailed to each stockholder of record. If you are a beneficial stockholder and do not have your control number, please contact your broker; if you are a registered stockholder and do not have your control number, please contact the Company's proxy solicitation firm Kingsdale Advisors by calling toll-free at 877-659-1821 or via email at contactus@kingsdaleadvisors.com.
• To vote by phone, please dial 1-800-690-6903 and have your control number ready, which is available on the proxy card mailed to each stockholder of record.
• To vote by mail, please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you did not receive your proxy information, please contact Velodyne Lidar's Investor Relations Department at investorrelations@velodyne.com for a replacement copy to be sent by mail or email. Votes must be cast by 11:59 PM Eastern Time on Wednesday, January 25, 2023.

If you need assistance voting your shares or obtaining your control number or have any other questions, please contact Kingsdale Advisors by calling toll free at 877-659-1821 or via email at contactus@kingsdaleadvisors.com.

Posted In: OUST VLDR