Ouster and Velodyne merge in all-stock deal; Velodyne stockholders get 0.8204 Ouster shares each

Ouster, Inc.

Exchange ratio of 0.8204 Ouster shares per Velodyne share; combined ownership ~50% each on fully diluted basis.
Expected close in first half 2023; subject to stockholder and regulatory approvals, Hart-Scott-Rodino.
Post-closing board: 4 directors each from Ouster and Velodyne; Ted Tewksbury (Velodyne CEO) as executive chairman, Angus Pacala (Ouster CEO) remains CEO.
Termination fee of $7M payable in certain circumstances; parties agree to dismiss pending litigation between them.
Hercules loan covenant amended: post-close Ouster must maintain at least $60M liquidity; trailing revenue covenant eliminated.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Ouster, Inc. entered into Agreement and Plan of Merger with Velodyne Lidar, Inc. valued at Merger Agreement providing for the merger of Merger Sub I with and into Velodyne, followed by merger (effective 2022-11-04).

Action: entry
Agreement: merger
Counterparty: Velodyne Lidar, Inc.
Value: Merger Agreement providing for the merger of Merger Sub I with and into Velodyne, followed by merger
Effective: 2022-11-04

Exact text from the filing

On November 4, 2022, Ouster, Inc., a Delaware corporation (“ Ouster ”), Velodyne Lidar, Inc., a Delaware corporation (“ Velodyne ”), Oban Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ouster (“ Merger Sub I ”), and Oban Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Ouster (“ Merger Sub II ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).

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Ouster, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-22-278440

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