Ouster, a leading provider of high-resolution digital lidar, and Velodyne, a leading global player in lidar sensors and solutions, have entered into a definitive agreement to merge in an all-stock transaction.

According to the companies, the key strengths of the combined company will include:

• Operational synergies across engineering, manufacturing, and general administration support an optimized cost-structure;

• Robust product offerings, including verticalized software, to serve a broad set of customers;

• Complementary customer base, partners, and distribution channels, coupled with reduced product costs and an innovative roadmap, to accelerate lidar adoption across fast-growing end markets;

• Extensive intellectual property portfolio with 173 granted and 504 pending patents, backed by over 20 years of combined experience in lidar technology innovation;

• World-class leadership team to be led by Dr. Ted Tewksbury as Executive Chairman of the Board and Angus Pacala as Chief Executive Officer;

• Strong financial position with combined cash balance[1] of approximately $355 million as of 30 September 2022; and

• Compared to stand-alone cost structures as of 30 September 2022, annualized operational expenditure synergies of at least $75 million expected to be realized within 9 months after transaction-close.

The combined company will offer a suite of products to continue to serve a diverse set of end-markets and customers while executing on a product roadmap to meet the future needs of the market.

Ouster and Velodyne had a combined cash balance of approximately $355 million as of 30 September 2022, and aim to realize annualized cost savings of at least $75 million within 9 months after closing the proposed merger. With an expanded global commercial footprint and distribution network, the combined company expects to deliver increased volumes, reduce product costs, and drive sustainable growth.

Under the terms of the agreement, each Velodyne share will be exchanged for 0.8204 shares of Ouster at closing. The transaction will result in existing Velodyne and Ouster shareholders each owning approximately 50% of the combined company, based on current shares outstanding.

The merger transactions are subject to customary closing conditions including shareholder approval by both companies. Both companies will continue to operate their businesses independently until the close of the merger transactions. The merger transactions are expected to be completed in the first half of 2023.