Gores Metropoulos, Inc. (NASDAQ: GMHI, GMHIU and GMHIW) (the
“Company”), a special purpose
acquisition company sponsored by an affiliate of The Gores Group,
LLC, a global investment firm founded in 1987 by Alec Gores, and by
an affiliate of Dean Metropoulos, Metropoulos & Co., reminds
stockholders to vote in favor of the approval of the Company’s
proposed business combination with Luminar Technologies, Inc.
(“Luminar”), the global leader in
automotive lidar hardware and software technology, and the related
proposals to be voted upon at the Company’s Special Meeting in Lieu
of the Company’s 2020 Annual Meeting of Stockholders (the
“Special Meeting”). In light of public
health concerns regarding the coronavirus (COVID-19) pandemic, the
Special Meeting will be held via live webcast at
https://www.cstproxy.com/goresmetropoulos/sm2020, on December 1,
2020, at 9:00 a.m. Eastern Time as described in the Company’s proxy
statement/consent solicitation statement/prospectus dated October
29, 2020 (the “Proxy Statement”).
All stockholders of record of the Company’s common stock as of
the close of business on October 14, 2020 are entitled to vote
their shares represented in person via the virtual meeting platform
or by proxy at the Special Meeting. In connection with the proposed
transaction, the Company filed the final Proxy Statement with the
SEC on October 29, 2020, and the Proxy Statement and proxy card
were mailed shortly thereafter to the Company’s stockholders of
record as of the close of business on October 14, 2020. If any of
the stockholders of the Company have not received the Proxy
Statement, such stockholder should confirm the proxy’s status with
their broker, or contact Morrow Sodali LLC, the Company’s proxy
solicitor, for help, toll-free at (800) 662-5200 (banks and brokers
can call collect at (203) 658-9400).
Every stockholder’s vote is important, regardless of the number
of shares the stockholder holds. Accordingly, the Company requests
that each stockholder of record as of the close of business on
October 14, 2020 complete, sign, date and return a proxy card, if
it has not already done so, to ensure that the stockholder’s shares
will be represented at the Special Meeting. Stockholders which hold
shares in “street name,” meaning that their shares are held of
record by a broker, bank or other nominee, should contact their
broker, bank or nominee to ensure that their shares are voted.
The Special Meeting can be accessed by visiting
https://www.cstproxy.com/goresmetropoulos/sm2020, where you will be
able to listen to the meeting live and vote during the meeting.
Additionally, you have the option to listen only to the Special
Meeting by dialing +1 877-770-3647 (toll-free within the U.S. and
Canada) or +1 312-780-0854 (outside of the U.S. and Canada,
standard rates apply). The passcode for telephone access is
11499520#, but please note that you cannot vote or ask questions if
you choose to participate telephonically. Please note that you will
only be able to access the Special Meeting by means of remote
communication.at 9:00 a.m., Eastern time, on December 1, 2020.
Additional Information about the Transactions and Where to
Find It
The Company has filed with the SEC a registration statement on
Form S-4 (the “Registration
Statement”) and has mailed the definitive proxy
statement/consent solicitation statement/prospectus contained
therein and other relevant documents to its stockholders. The
Registration Statement is now effective. The Registration
Statement, including the proxy statement/consent solicitation
statement/prospectus contained therein, contains important
information about the proposed transactions contemplated by the
Merger Agreement and the other matters to be voted upon at the
Special Meeting and is not intended to provide the basis for any
investment decision or any other decision in respect of such
matters. Company stockholders and other interested persons are
advised to read the Registration Statement and the Proxy Statement,
as well as any amendments or supplements thereto, because they
contain or will contain important information about the proposed
transactions. The record date established for voting on the
proposed transactions contemplated by the Merger Agreement and the
other matters to be voted upon at the Special Meeting was set as
October 14, 2020. The definitive Proxy Statement was mailed to
Company stockholders as of November 2, 2020. Company stockholders
may also obtain copies of the definitive Proxy Statement, without
charge, at the SEC’s website at www.sec.gov or by directing a
request to: Gores Metropoulos, Inc., 9800 Wilshire Boulevard,
Beverly Hills, CA 90212, attention: Jennifer Kwon Chou (email:
jchou@gores.com).
Participants in Solicitation
The Company, Luminar and their respective directors and officers
may be deemed participants in the solicitation of proxies of
Company stockholders in connection with the proposed transactions.
Company stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of the Company in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2019, which was filed
with the SEC on March 13, 2020. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to Company stockholders in connection with
the proposed transactions contemplated by the Merger Agreement and
other matters to be voted upon at the Special Meeting is set forth
in the definitive Proxy Statement. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed transactions is included in
the Registration Statement.
Forward Looking Statements
This communication may contain a number of “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include information
concerning the Company’s or Luminar’s possible or assumed future
results of operations, business strategies, debt levels,
competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether this
transaction will generate returns for stockholders. These
forward-looking statements are based on the Company’s or Luminar’s
management’s current expectations, estimates, projections and
beliefs, as well as a number of assumptions concerning future
events. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the Company’s or Luminar’s
management’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the
proposed transactions contemplated thereby; (b) the inability to
complete the transactions contemplated by the Merger Agreement due
to the failure to obtain approval of the stockholders of the
Company or other conditions to closing in the Merger Agreement; (c)
the ability to meet Nasdaq’s listing standards following the
consummation of the transactions contemplated by the Merger
Agreement; (d) the risk that the proposed transactions disrupt
current plans and operations of Luminar or its subsidiaries as a
result of the announcement and consummation of the transactions
described herein; (e) the ability to recognize the anticipated
benefits of the proposed transactions, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (f) costs related to the proposed
transactions; (g) changes in applicable laws or regulations; (h)
the possibility that Luminar may be adversely affected by other
economic, business and/or competitive factors; and (i) other risks
and uncertainties indicated from time to time in the final
prospectus of the Company, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by
the Company. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date
made.
Forward-looking statements included in this communication speak
only as of the date of this communication. Except as required by
law, neither the Company nor Luminar undertakes any obligation to
update or revise its forward-looking statements to reflect events
or circumstances after the date of this release. Additional risks
and uncertainties are identified and discussed in the Company’s
reports filed with the SEC and available at the SEC’s website at
www.sec.gov.
Disclaimer
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201124005610/en/
Investors Michael Beer michaelbeer@luminartech.com
Media Jennifer Kwon Chou The Gores Group jchou@gores.com
Nicole Phelan Luminar Technologies, Inc. press@luminartech.com John
Christiansen/Cassandra Bujarski Sard Verbinnen & Co
Luminar-SVC@sardverb.com
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