Luminar to Redeem Public Warrants; Expects to Receive Up to $153 Million
04 February 2021 - 1:00AM
Business Wire
- Holders of Luminar’s outstanding Public Warrants will have
until 5:00 p.m., New York City time, on March 5, 2021, to exercise
their Public Warrants. Any Public Warrants that remain unexercised
past the deadline will be void and no longer exercisable.
- The redemption of Public Warrants is expected to yield gross
proceeds of up to $153.3 million to Luminar, accelerating growth
and bringing total capital raised by Luminar since founding to
approximately $1 billion.
Luminar Technologies, Inc. (Nasdaq: LAZR; LAZRW) (“Luminar” or
the “Company”), the global leader in automotive lidar hardware and
software technology, today announced that holders of its 13,333,309
outstanding public warrants (the “Public Warrants”) to purchase
shares of its Class A common stock, $0.0001 par value per share
(the “Class A Common Stock”) will have until 5:00 p.m., New York
City time, on March 5, 2021 to exercise their Public Warrants. The
Public Warrants are exercisable for an aggregate of 13,333,309
shares of Class A Common Stock at a price of $11.50 per share,
representing a total of approximately $153.3 million in potential
proceeds to Luminar. Pursuant to the terms of the agreements
governing the rights of the holders of the Public Warrants, Luminar
is entitled to redeem all of the outstanding Public Warrants for a
redemption price of $0.01 per Public Warrant (the “Redemption
Price”) if the last sales price of the Class A Common Stock is at
least $18.00 per share on each of twenty (20) trading days within
the thirty (30) trading-day period ending on the third trading day
prior to the date on which a notice of redemption is given. This
share price performance target has been met. Any Public Warrants
that remain unexercised immediately after 5:00 p.m., New York City
time, on March 5, 2021 will be void and no longer exercisable, and
the holders of those Public Warrants will be entitled to receive
$0.01 per Public Warrant. Holders of Public Warrants in “street
name” should immediately contact their broker to determine their
broker’s procedure for exercising their Public Warrants since the
process to exercise is voluntary.
The Public Warrants were issued under the Warrant Agreement,
dated as of January 31, 2019 (the “Warrant Agreement”), by and
between the Company (f/k/a Gores Metropoulos, Inc.) and Continental
Stock Transfer & Trust Company, as warrant agent (the “Warrant
Agent”). Warrants to purchase Class A Common Stock that were
issued under the Warrant Agreement in a private placement and still
held by the initial holders thereof or their permitted transferees
are not subject to this redemption.
None of Luminar, its board of directors or employees has made or
is making any representation or recommendation to any holder of the
Public Warrants as to whether to exercise or refrain from
exercising any Public Warrants.
The shares of Class A Common Stock underlying the Public
Warrants have been registered by Luminar under the Securities Act
of 1933, as amended, and are covered by a registration statement
filed on Form S‑1 with, and declared effective by, the Securities
and Exchange Commission (Registration No. 333‑251657).
Questions concerning redemption and exercise of the Public
Warrants can be directed to Continental Stock Transfer & Trust
Company, 1 State Street, 30th Floor, New York, New York 10004,
Attention: Compliance Department, telephone number (212)
509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of Luminar’s securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Luminar Technologies, Inc.
Luminar is an autonomous vehicle sensor and software company
with the vision to make autonomy safe and ubiquitous by delivering
the only lidar and associated software that meets the industry’s
stringent performance, safety, and economic requirements. Luminar
has rapidly gained over 50 industry partners, including 7 of the
top 10 global automotive OEMs. Earlier this year, Luminar signed
the industry’s first production deal for autonomous consumer
vehicles with Volvo Cars, while also recently striking deals with
Daimler Truck AG and Intel’s Mobileye. Luminar has also received
minority investments from the world’s largest commercial vehicle
manufacturer, Daimler Truck AG, and Volvo Cars, a global leader in
automotive safety, to accelerate the introduction of autonomous
trucks and cars at highway speed. Founded in 2012, Luminar is a
350-person team with offices in Palo Alto, Orlando, Colorado
Springs, Detroit, and Munich. For more information please visit
www.luminartech.com.
Forward Looking Statements
Certain statements included in
this press release that are not historical facts are
forward-looking statements for purposes of the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding the redemption of the Public Warrants and the
expected proceeds from the exercise of the Public Warrants. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Luminar's management and are not predictions of actual
performance. Forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements, including but not
limited to Luminar’s limited operating history; Luminar’s inability
to reduce and control the cost of the inputs on which Luminar
relies; Luminar’s ability to transition to an outsourced
manufacturing business model; the success of Luminar’s customers in
developing and commercializing products using Luminar’s solutions;
Luminar’s ability to protect its intellectual property rights;
whether Luminar’s lidar products are selected for inclusion in
autonomous driving or ADAS systems by automotive OEMs or their
suppliers; changes in personnel and availability of qualified
personnel; the amount and timing of future sales; whether the
complexity of Luminar’s products results in undetected defects and
reliability issues which could reduce market adoption of its new
products, damage its reputation and expose Luminar to product
liability and other claims; strict government regulation that is
subject to amendment, repeal or new interpretation and Luminar’s
ability to comply with modified or new laws and regulations
applying to its business; general economic uncertainty and the
effect of general economic conditions on Luminar’s industry in
particular, including the level of demand and financial performance
of the autonomous vehicle industry and market adoption of lidar;
the effects of the ongoing coronavirus (COVID-19) pandemic or other
infectious diseases, health epidemics, pandemics and natural
disasters on Luminar’s business; and the other risks discussed
under the heading "Risk Factors" in the registration statement on
Form S-1 filed by Luminar on December 23, 2020 and amendments
thereto and other documents Luminar files with the SEC in the
future. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. You are cautioned not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made and Luminar undertakes no obligation
to update any forward-looking statement to reflect events or
circumstances after the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20210203005552/en/
Media Nicole Phelan
press@luminartech.com Investors
Michael Beer michaelbeer@luminartech.com
Luminar Technologies (NASDAQ:LAZRW)
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