Cepton Signs Definitive Agreement to be Acquired by Koito
Cepton, Inc. (CPTN) has signed a definitive agreement to be acquired by KOITO MANUFACTURING CO., for $3.17 per share in an all-cash transaction. This represents a 25.3% premium to Cepton's closing price on July 26, 2024. After the acquisition, Cepton will operate as a privately held indirect subsidiary of Koito in the U.S., maintaining its headquarters in San Jose, CA.
The acquisition aims to accelerate the commercialization of Cepton's lidar technology through increased financial stability and scalability. It's expected to enhance Koito's capabilities in automotive sensing solutions and strengthen Cepton's position in the automotive lidar market. The transaction is subject to stockholder and regulatory approvals, with an expected closing in the first quarter of 2025.
Cepton, Inc. (CPTN) ha firmato un accordo definitivo per essere acquisita da KOITO MANUFACTURING CO. per $3,17 per azione in un'operazione interamente in contante. Questo rappresenta un premio del 25,3% rispetto al prezzo di chiusura di Cepton del 26 luglio 2024. Dopo l'acquisizione, Cepton opererà come filiale indiretta privata di Koito negli Stati Uniti, mantenendo la sua sede a San Jose, CA.
L'acquisizione mira ad accelerare la commercializzazione della tecnologia lidar di Cepton attraverso una maggiore stabilità finanziaria e scalabilità. Si prevede che migliorerà le capacità di Koito nelle soluzioni di rilevamento automotive e rafforzerà la posizione di Cepton nel mercato del lidar automotive. L'operazione è soggetta ad approvazioni da parte degli azionisti e delle autorità regolatorie, con una chiusura prevista nel primo trimestre del 2025.
Cepton, Inc. (CPTN) ha firmado un acuerdo definitivo para ser adquirida por KOITO MANUFACTURING CO. por $3.17 por acción en una transacción completamente en efectivo. Esto representa un premio del 25.3% sobre el precio de cierre de Cepton del 26 de julio de 2024. Después de la adquisición, Cepton operará como filial indirecta privada de Koito en los EE. UU., manteniendo su sede en San Jose, CA.
La adquisición tiene como objetivo acelerar la comercialización de la tecnología lidar de Cepton a través de una mayor estabilidad financiera y escalabilidad. Se espera que mejore las capacidades de Koito en soluciones de detección automotriz y fortalezca la posición de Cepton en el mercado de lidar automotriz. La transacción está sujeta a aprobaciones de los accionistas y regulatorias, con un cierre esperado en el primer trimestre de 2025.
Cepton, Inc. (CPTN)은 KOITO MANUFACTURING CO.에 주당 $3.17의 현금 거래로 인수되기 위한 확정 계약을 체결했습니다. 이는 2024년 7월 26일 Cepton의 종가에 비해 25.3%의 프리미엄을 나타냅니다. 인수 후 Cepton은 미국에서 Koito의 간접적인 비상장 자회사로 운영되며, 본사는 캘리포니아주 샌호세에 유지됩니다.
이 인수의 목적은 Cepton의 라이더 기술 상용화를 가속화하기 위해 재정적 안정성과 확장성을 증가시키는 것입니다. 이는 Koito의 자동차 센싱 솔루션 역량을 향상시키고 Cepton의 자동차 라이더 시장 내 입지를 강화할 것으로 예상됩니다. 이 거래는 주주 및 규제 승인을 필요로 하며, 2025년 1분기에 거래가 성사될 것으로 예상됩니다.
Cepton, Inc. (CPTN) a signé un accord définitif pour être acquise par KOITO MANUFACTURING CO. pour 3,17 $ par action dans le cadre d'une transaction entièrement en espèces. Cela représente une prime de 25,3 % par rapport au prix de clôture de Cepton le 26 juillet 2024. Après l'acquisition, Cepton fonctionnera comme une société filiale indirecte privée de Koito aux États-Unis, en maintenant son siège à San Jose, CA.
Cet achat vise à accélérer la commercialisation de la technologie lidar de Cepton grâce à une plus grande stabilité financière et scalabilité. On s'attend à ce que cela améliore les capacités de Koito dans les solutions de détection automobile et renforce la position de Cepton sur le marché du lidar automobile. La transaction est soumise à l'approbation des actionnaires et des autorités réglementaires, avec une clôture prévue pour le premier trimestre de 2025.
Cepton, Inc. (CPTN) hat eine endgültige Vereinbarung unterzeichnet, um von KOITO MANUFACTURING CO. für 3,17 USD pro Aktie in einer vollständig bar bezahlten Transaktion übernommen zu werden. Dies stellt eine Prämie von 25,3% gegenüber dem Schlusskurs von Cepton am 26. Juli 2024 dar. Nach der Übernahme wird Cepton als indirekte, privat gehaltene Tochtergesellschaft von Koito in den USA tätig sein, wobei der Hauptsitz in San Jose, CA, bleibt.
Die Übernahme zielt darauf ab, die Kommerzialisierung von Ceptons Lidar-Technologie durch erhöhte finanzielle Stabilität und Skalierbarkeit zu beschleunigen. Es wird erwartet, dass sie Koitos Fähigkeiten im Bereich Automobilsensorlösungen verbessert und Ceptons Position auf dem Automobil-Lidar-Markt stärkt. Die Transaktion steht unter dem Vorbehalt von Genehmigungen durch die Aktionäre und die Behörden, mit einem voraussichtlichen Abschluss im ersten Quartal 2025.
- Acquisition price of $3.17 per share represents a 25.3% premium to Cepton's closing price
- Transaction expected to accelerate commercialization of Cepton's lidar technology
- Increased financial stability and scalability for Cepton
- Enhanced capabilities in automotive sensing solutions for Koito
- Strengthened market position for Cepton in the automotive lidar sector
- Cepton will no longer be a publicly traded company after the acquisition
- Potential integration challenges between Cepton and Koito
Insights
The acquisition of Cepton by Koito marks a significant development in the lidar technology sector. At
From a financial perspective, this acquisition provides Cepton with much-needed stability and scalability. As a privately held subsidiary, Cepton will have access to Koito's substantial resources, potentially accelerating its path to profitability and market penetration. For Koito, this strategic move enhances its sensor technology portfolio, positioning it as a more comprehensive supplier in the rapidly evolving autonomous vehicle market.
Investors should note that while this deal offers a premium to current shareholders, it also means the end of Cepton as a standalone investment opportunity. The transaction's success now hinges on regulatory approvals and shareholder acceptance, with the closing expected in Q1 2025. This timeline suggests a period of uncertainty, during which market conditions and competitive dynamics could still influence the deal's perceived value.
The Cepton-Koito merger represents a significant consolidation in the lidar industry, potentially setting a new standard for automotive sensor integration. Cepton's innovative lidar technology, combined with Koito's century-old engineering expertise and manufacturing capabilities, creates a formidable force in the ADAS (Advanced Driver Assistance Systems) and autonomous driving sectors.
This union addresses one of the key challenges in lidar adoption: scaling production for mass-market applications. Koito's established presence as a Tier 1 automotive supplier provides Cepton with a clear path to large-scale manufacturing and integration into vehicle designs. This could accelerate the timeline for widespread lidar deployment in consumer vehicles, a critical step towards achieving higher levels of vehicle autonomy.
Moreover, the merger may catalyze further consolidation in the lidar industry. As automakers seek comprehensive sensing solutions, companies that can offer integrated packages of cameras, radar and lidar may gain a competitive edge. This trend could pressure other standalone lidar companies to seek similar partnerships or risk being left behind in the race to automotive adoption.
The Cepton-Koito deal signals a maturing lidar market, where technology prowess alone is no longer sufficient for success. This acquisition underscores the importance of strong partnerships and financial backing in the capital-intensive automotive industry. It also highlights the growing interest of traditional automotive suppliers in next-generation technologies to maintain their relevance and market position.
From a market perspective, this merger could accelerate lidar adoption in mass-market vehicles. Koito's established relationships with major automakers could open new doors for Cepton's technology, potentially leading to increased lidar penetration across various vehicle segments. This could have ripple effects throughout the automotive supply chain, influencing everything from sensor fusion software to vehicle design.
However, the market should also consider potential challenges. Integration of Cepton into Koito's operations may face cultural and operational hurdles, common in cross-border technology acquisitions. Additionally, as lidar becomes more mainstream, pricing pressures may increase, potentially impacting profit margins. The success of this merger will largely depend on how effectively Koito can leverage Cepton's technology while maintaining its innovative edge in a rapidly evolving market.
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After closing of the proposed transaction, Cepton will operate as a privately held indirect subsidiary of Koito in the
U.S. , with corporate headquarters inSan Jose, CA.
- Cepton and Koito have partnered since 2017 to industrialize high-performance lidar solutions for mass-market automotive, smart infrastructure and industrial applications.
- The proposed transaction is poised to accelerate the commercialization of Cepton’s lidar technology through increased financial stability and scalability.
- The integration of Cepton through the proposed transaction is expected to enhance Koito’s capabilities in automotive sensing solutions with strengthened technology advancement, product offerings and market penetration into new verticals.
- The proposed transaction builds on the long-term synergy between Cepton’s innovative spirit and Koito’s engineering heritage, enabling sustainable focus on quality and resilience against industry challenges.
Cepton stockholders will receive
The proposed transaction will complement Koito’s existing sensor technology roadmap, while providing Cepton with the financial stability and scalability that are crucial to the commercialization of its lidar technology. After the transaction, Cepton will operate as a privately held indirect subsidiary of Koito in the
“I am excited about the next stage of Cepton’s growth as we embark on a new journey together with Koito,” said Dr. Jun Pei, CEO and Co-founder of Cepton. “Over the past few years, we have achieved many remarkable milestones in product innovation and development, establishing ourselves as one of the most trusted lidar solutions providers in the automotive industry. A significant portion of our efforts were greatly supported by Koito as our long-term partner and investor.
“As we carry on our pioneering spirit as a Silicon Valley company and deepen our commitment to driving cutting-edge innovation, leaning on Koito’s century-old heritage of engineering rigor will heighten our dedication to delivering quality solutions to customers worldwide. Our partnership with Koito will provide us with unique access to a broader range of opportunities and resources and help us stay resilient to industry challenges in a way no other lidar company can. This will position us as a leading automotive lidar company for years to come, as Cepton continues to execute current automotive programs and actively manage future OEM initiatives.”
Michiaki Kato, President and COO of Koito, said: “We appreciate and are impressed by the outstanding technical capabilities exhibited by the Cepton team throughout our years of collaboration. We recognize this proposed transaction is an essential step toward realization of Koito’s vision of ‘lighting the way for our sustainable future.’ We are convinced that having Cepton as a member of the Koito group will significantly enhance the competitiveness of our sensor business.
Under our corporate message of ‘Lighting for Your Safety,’ Koito has been contributing to realizing a safe and secure mobility society through ‘light’ in the field of automotive lighting equipment and other products. By adding lidar, a sensor that uses ‘light,’ to our product lineup, we will contribute to safety and security in the next-generation mobility society where ADAS and autonomous driving become popular, and we will aim for sustainable corporate growth by providing even higher value-added products through synergy between automotive lighting equipment and sensor technology.”
Mitch Hourtienne, Chief Commercial Officer at Cepton, adds: “In addition to broadening business platforms for both Koito and Cepton, we expect our partnership to make a positive impact on the overall automotive lidar ecosystem, driving industry standards and accelerating adoption at scale. We are ready to better support our automotive OEM customers in safely deploying lidar-enhanced assisted and autonomous driving platforms through a streamlined and stabilized supply chain, making safe autonomy truly available in every consumer vehicle.”
O’Melveny and Myers LLP is acting as legal advisor to the Company. Craig-Hallum Capital Group LLC is acting as exclusive financial advisor to a special committee of disinterested and independent members of the Company’s board of directors and Cooley LLP is acting as legal advisor to the special committee. Davis Polk & Wardwell LLP and Nishimura & Asahi (Gaikokuho Kyodo Jigyo) are acting as legal advisors to Koito. WTW is acting as HR advisor to Koito.
Closing Conditions and Timing
The Transaction, which has been approved by each company’s Board of Directors and recommended to Cepton’s stockholders by Cepton’s Board of Directors, is expected to close in the first quarter of 2025, subject to approval of Cepton’s stockholders representing at least a majority of the outstanding shares, regulatory approvals, and other customary closing conditions.
Additional Information about the Proposed Transaction and Where to Find It
This communication relates to the proposed transaction (the “Transaction”) involving Cepton, Inc. (the “Company”) and KOITO MANUFACTURING CO., LTD (“Parent”). In connection with the proposed Transaction, the Company intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”) and a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). The Proxy Statement will contain important information about the proposed Transaction and related matters. This communication is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document that the Company may file with the SEC or send to its stockholders in connection with proposed Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The Proxy Statement (any amendments or supplements thereto), Schedule 13E-3 and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained once such documents are filed with the SEC free of charge on the SEC’s website at www.sec.gov or free of charge from the Company on the Company’s investor relation’s website at https://investors.cepton.com.
Participants in the Solicitation
The Company and its executive officers and directors and certain other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed Transaction. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on May 15, 2024, or its Annual Report on Form 10-K for the year ended December 31, 2023, and in other documents filed by the Company with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed Transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.
Forward-Looking Statements Safe Harbor
This press release includes forward-looking statements, within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including without limitation, the Company’s expectations, plans and opinion regarding the proposed Transaction. Forward-looking statements can be identified by words such as “estimate,” “objective,” “plan,” “project,” “forecast,” “intend,” “aim,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “milestone,” “designed to,” “proposed” or other similar expressions that predict or imply future events, trends, terms, and/or conditions or that are not statements of historical fact. The Company cautions readers of this press release that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement between the parties to the proposed Transaction; (ii) the failure to obtain the approval of the proposed Transaction from the Company’s stockholders; (iii) the failure to obtain certain regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed Transaction within the expected timeframes or at all; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Transaction; (v) the effect of the announcement of the proposed Transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (vi) uncertain global macro-economic and political conditions; and (vii) other risks listed from time to time in the Company’s filings with the SEC. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. The Company does not intend or undertake, and expressly disclaims, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
About Cepton
Cepton is a Silicon Valley innovator of lidar-based solutions for automotive (ADAS/AV), smart cities, smart spaces and smart industrial applications. With its patented lidar technology, Cepton aims to take lidar mainstream and achieve a balanced approach to performance, cost and reliability, while enabling scalable and intelligent 3D perception solutions across industries. Founded in 2016 and led by industry veterans with decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in
About Koito
Under the corporate message, “Lighting for Your Safety”, KOITO MANUFACTURING CO., LTD. (Koito) has been marking a history of leadership in automotive lighting since its establishment in 1915. Today, the Koito Group consists of 30 companies located in 13 countries worldwide and provides products and services to customers all over the world, through a global network led by five major regions (
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Source: Cepton, Inc.
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