Independent Proxy Advisory Firm Glass, Lewis & Co. Recommends Velodyne Lidar Stockholders Vote “FOR” the Merger with Ouster, Inc.

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: