Ouster, Inc. (NYSE:OUST) proposed to acquire Velodyne Lidar, Inc. (NasdaqGS:VLDR) from Baidu Holdings Limited and others in a merger of equals transaction on September 14, 2022. Ouster, Inc. (NYSE:OUST) entered into a definitive agreement to acquire Velodyne Lidar, Inc. (NasdaqGS:VLDR) from Baidu Holdings Limited and others for approximately $240 million in a merger of equals transaction on November 4, 2022. 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 combined company will be led by Angus Pacala, who will serve as Chief Executive Officer, and Ted Tewksbury, who will serve as Executive Chairman of the Board. The Board will be comprised of eight members, with each company appointing an equal number of members. The full Board and executive team will be announced at a later date. Both companies will continue to operate their businesses independently until the close of the merger transactions. Ouster and Velodyne will cooperate to cause the delisting of shares of Velodyne Common Stock and the Velodyne Warrants from the NASDAQ and the deregistration of such shares and warrants under the Exchange Act as promptly as practicable following the closing of the transaction. The Surviving Company shall be amended such that the name of the Surviving Company shall be “Velodyne, LLC.” Velodyne or Ouster may be required to pay the other party a termination fee of $7 million. As of February 2, 2023, 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 includes Angus Pacala, Susan Heystee, Karin Rådström and Riaz Valani. Velodyne's four designees to the Board of the Combined Company includes Ted Tewksbury, Virginia Boulet, Ernest Maddock and Kristin Slanina. As a part of proposed merger on February 2, 2023, Ouster and Velodyne each selected their four designees to serve as directors of the Combined Company as 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: 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 merger transactions are subject to customary closing conditions including shareholder approval by both companies, the shares of Ouster Common Stock to be issued in the First Merger being approved for listing on the NYSE, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the U.S. Securities and Exchange Commission (the “ SEC ”) having declared effective the Form S-4 Registration Statement filed by Ouster. The Board of Directors of each of Ouster and Velodyne has each approved and declared advisable this Agreement and the Transactions. In connection with the proposed transaction, Ouster and Velodyne have filed with the SEC, and the SEC has declared effective on December 8, 2022, a registration statement on Form S-4. Glass, Lewis & Co. has recommended that shareholders vote “FOR” the proposed merger at the special meeting of shareholders of Velodyne. As of January 23, 2023, over 97% of those voting have voted to approve the proposal to effect the merger. At this time, Velodyne has not reached the minimum quorum. Velodyne Lidar Urges Stockholders to cast their votes promptly in order to be counted in the Special Meeting of Stockholders on January 26, 2023. As of January 23, 2023, Velodyne Lidar's shareholders have approved the transaction. The adjourned Special Meeting will reconvene on February 3, 2023. The merger transactions are expected to be completed in the first half of 2023. Velodyne will hold its adjourned Special Meeting of Stockholders to approve the proposed merger with Ouster and other related matters on February 3, 2023, and the Special Meeting will reconvene on February 10, 2023. 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. 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.

Barclays is serving as financial advisor and fairness opinion provider and Mark M. Bekheit, Drew Capurro, Ben Potter, Haim Zaltzman, David Buchanan, Grace Lee, Jay Metz, Michelle Gross, Gabriel Gross, Robert Blamires, Amanda Reeves, Kelly Fayne, Hector Armengod, Joseph Simei, Peter Todaro, Tomas Nilsson, Philipp Studt, Kristin Murphy and Colleen Smith of Latham & Watkins LLP is serving as legal advisor to Ouster. BofA Securities, Inc. is serving as financial advisor and fairness opinion provider and Kenton J. King, Christopher J. Bors, Brian Breheny, Nathan Giesselman, Anne Villanueva, Steven Sunshine, Joseph Rancour, Joseph Yaffe and Ken Kumayama of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Velodyne. Ouster engaged MacKenzie Partners, Inc. as proxy solicitation agent for a fee of $10,000. Velodyne engaged Kingsdale Advisors to assist in the solicitation of proxies for a fee of $15,000. Continental Stock Transfer & Trust Company is acting as Ouster's and Velodyne's transfer agent. Ouster will pay Barclays a fee of $1 million upon the delivery of its opinion and additional $4 million of payable on completion of the transaction. Velodyne has agreed to pay BofA Securities for its services an aggregate fee of $4,600,000, $1,000,000 of which was payable in connection with its opinion. Alvarez & Marsal Holdings, LLC acted as financial and operational due diligence provider and Ernst & Young LLP acted as accountant to Ouster. Michael O'Bryan of Morrison & Foerster LLP acted as legal advisor to BofA Securities, Inc. in the transaction. Latham & Watkins LLP and Barclays Capital Inc. acted as due diligence providers to Ouster. Skadden, Arps, Slate, Meagher & Flom LLP and BofA Securities, Inc. acted as due diligence providers to Velodyne Lidar, Inc. Stephen M. Kotran of Sullivan & Cromwell LLP represents Barclays as financial adviser to Ouster.

Ouster, Inc. (NYSE:OUST) completed the acquisition of Velodyne Lidar, Inc. (NasdaqGS:VLDR) from Baidu Holdings Limited and others in a merger of equals transaction on February 10, 2023. Velodyne notified the Nasdaq Global Select Market (“ Nasdaq ”) of the consummation of the Mergers and that each outstanding share of Velodyne Common Stock had been converted into the right to receive the Velodyne Common Stock Merger Consideration. Velodyne requested that Nasdaq (i) halt trading of the Velodyne Common Stock on Nasdaq at the end of trading on February 10, 2023, (ii) withdraw the Velodyne Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and that the Velodyne Common Stock is no longer listed on Nasdaq and to apply for the deregistration of all Velodyne securities. The shareholders of Velodyne has approved the transaction.