Item 5.07. Submission of Matters to a Vote of Security Holders.
The information disclosed in Item 8.01 below is incorporated herein by reference.
Item 8.01. Other Events.
On
At that time, there were not present or represented by proxy a sufficient number
of shares of Velodyne Common Stock to constitute a quorum. Accordingly, Velodyne
adjourned the Special Meeting without any business being conducted, in order to
allow time to achieve quorum and to allow Velodyne's stockholders additional
time to vote on the proposals set forth in Velodyne's definitive proxy statement
filed with the
The adjourned Special Meeting will reconvene on
The close of business on
No changes have been made to the proposals to be voted on by stockholders at the
Special Meeting. Velodyne encourages all of its stockholders to read the Proxy
Statement, which is available free of charge on the
During the period of adjournment, Velodyne will continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement. Velodyne encourages all stockholders who have not yet voted to do so promptly.
On
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
federal securities law. Such statements are based upon current plans, estimates
and expectations of the management of Ouster, Inc. ("Ouster") and
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Velodyne's operating results and business generally; (v) Ouster's or Velodyne's
respective businesses may suffer as a result of uncertainty surrounding the
proposed transaction and disruption of management's attention due to the
proposed transaction; (vi) the outcome of any legal proceedings related to the
proposed transaction or otherwise, or the impact of the proposed transaction
thereupon; (vii) Ouster or Velodyne may be adversely affected by other economic,
business, and/or competitive factors; (viii) the occurrence of any event, change
or other circumstances that could give rise to the termination of the merger
agreement and the proposed transaction; (ix) restrictions during the pendency of
the proposed transaction that may impact Ouster's or Velodyne's ability to
pursue certain business opportunities or strategic transactions; (x) the risk
that Ouster or Velodyne may be unable to obtain governmental and regulatory
approvals required for the proposed transaction, or that required governmental
and regulatory approvals may delay the consummation of the proposed transaction
or result in the imposition of conditions that could reduce the anticipated
benefits from the proposed transaction or cause the parties to abandon the
proposed transaction; (xi) risks that the anticipated benefits of the proposed
transaction or other commercial opportunities may otherwise not be fully
realized or may take longer to realize than expected; (xii) the impact of
legislative, regulatory, economic, competitive and technological changes;
(xiii) risks relating to the value of the Ouster shares to be issued in the
proposed transaction; (xiv) the risk that integration of the proposed
transaction post-closing may not occur as anticipated or the combined company
may not be able to achieve the growth prospects and synergies expected from the
proposed transaction, as well as the risk of potential delays, challenges and
expenses associated with integrating the combined company's existing businesses;
(xv) exposure to inflation, currency rate and interest rate fluctuations and
risks associated with doing business locally and internationally, as well as
fluctuations in the market price of Ouster's and Velodyne's traded securities;
(xvi) the impact of the COVID-19 pandemic on Ouster's and Velodyne's business
and general economic conditions; (xvii) the market for and adoption of lidar and
related technology and the combined company's ability to compete in a market
that is rapidly evolving and subject to technological developments; (xviii) the
impact of cost increases and supply chain shortages in the components needed for
the production of lidar products and related technology; and (xix) the
unpredictability and severity of catastrophic events, including, but not limited
to, acts of terrorism or outbreak of war or hostilities, as well as Ouster's and
Velodyne's response to any of the aforementioned factors. Additional factors
that may affect the future results of Ouster and Velodyne are set forth in their
respective filings with the
Any such forward-looking statements represent management's reasonable estimates and beliefs as of the date of this document. While Ouster and Velodyne may elect to update such forward-looking statements at some point in the future, they disclaim any obligation to do so, other than as may be required by law, even if subsequent events cause their views to change.
Additional Information
In connection with the proposed transaction, Ouster and Velodyne have filed with
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Exhibit Description 99.1 Press Release datedJanuary 26, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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