UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
Cepton Inc.
(Name of the Issuer)
Cepton
Inc.
KOITO MANUFACTURING CO., LTD.
Project Camaro Holdings, LLC
Project Camaro Merger Sub, Inc.
(Names of Persons Filing Statement)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
15673X200
(CUSIP Number of Class of Securities)
Jun Pei Chairman,
President and Chief Executive Officer San
Jose, California 95131 |
Satoshi Kabashima KOITO MANUFACTURING CO., LTD. Project Camaro Holdings, LLC Project Camaro Merger Sub, Inc. Sumitomo
Fudosan Osaki Twin Bldg. East, 5-1-18, Tokyo 141-0001, Japan +81-3-3443-7111 |
(Name,
Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement)
Copies to:
Paul Sieben Viq
Shariff
|
Ken Lebrun Davis Polk & Wardwell LLP Izumi Garden Tower 33F 1-6-1 Roppongi Minato-ku Tokyo 106-6033,Japan |
This statement is filed in connection with (check the appropriate box):
| a. | ☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| b. | ☐ The filing of a registration statement under the Securities Act of 1933. |
| c. | ☐ A tender offer. |
| d. | ☐ None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
RULE 13e-3 TRANSACTION STATEMENT INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (1) Cepton Inc. (the “Company”), a Delaware corporation (2) KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (“Parent” or “Koito”), (3) Project Camaro Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Holdco”), and (4) Project Camaro Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub” and, together with Parent and Holdco, the “Koito Entities”) (each of (1) through (4) a “Filing Person,” and collectively, the “Filing Persons”).
This Transaction Statement is being filed with the SEC concurrently with the filing of the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”) pursuant to Regulation 14A under the Exchange Act. The information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference and the responses to each item of this Transaction Statement are qualified in their entirety by reference to the information contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. This Transaction Statement will be amended to reflect such completion or amendment of the Proxy Statement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Proxy Statement.
The Company proposes to hold a special meeting of its stockholders to consider approval of the Agreement and Plan of Merger, dated July 29, 2024 (the “Merger Agreement”), by and among the Company, Parent, and Merger Sub, pursuant to which, among other things, Merger Sub will merge with and into the Company (the “merger”). As a result of the Merger, the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation of the Merger and as an indirect controlled subsidiary of Parent and a wholly owned subsidiary of Holdco.
The Board of Directors of the Company (the “Board”) referred consideration of any potential transaction involving the Company to a Special Committee of the Board (the “Special Committee”), including the authority to, among other things, review, evaluate, negotiate, and make a recommendation to the Board whether to approve any proposal made by Parent.
After careful consideration, including a thorough review of the Merger Agreement, the other transaction documents and the terms of the merger, and taking into account the presentations made to the Special Committee and various other factors discussed and considered by the Special Committee, and after due consideration of its fiduciary duties under applicable law, the Special Committee has determined that the terms of the Merger Agreement, the other transaction documents and the merger, including the Merger Consideration (as defined below) payable in connection therewith, are advisable, fair to, and in the best interests of, the Company and the stockholders of the Company (other than the Parent or Merger Sub or any of their respective affiliates or the Rolling Participants (as defined in the Proxy Statement). Accordingly, the Special Committee unanimously recommended that the Board approve, adopt and declare advisable and in the best interests of the Company and its stockholders the Merger Agreement, the other transaction documents and the merger.
The Board (acting on the recommendation of the Special Committee, whose analyses and determinations the Board adopted as its own in its evaluation of the fairness of the merger), after considering the factors more fully described in the enclosed Proxy Statement: (1) determined that the merger, and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders including the unaffiliated security holders as defined under Rule 13e-3 under the Exchange Act and (2) approved the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement.
The Merger Agreement provides that each share of the Company’s common stock (the “Common Stock”) outstanding immediately prior to the date of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”) (other than certain excluded shares of Common Stock) will be converted into the right to receive, subject to the terms and conditions contained in the Merger Agreement, an amount in cash equal to $3.17 per share, without interest (the “Merger Consideration”). At the Effective Time, each share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall not be cancelled.
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The Merger Agreement also provides that at or immediately prior to the Effective Time:
| ● | each compensatory option to purchase shares of Common Stock (a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall be cancelled, and the holder of any such option shall be entitled to receive, at or promptly after the merger, an amount in cash, less any withholding taxes, determined by multiplying (a) the excess, if any, of the per share price over the applicable exercise price per share of the Company Option by (b) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time; |
| ● | each service-based restricted stock unit or deferred stock unit of the Company (“Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, shall be canceled, and the holder of any such Company RSU will be entitled to receive (without interest), at or promptly after the Effective Time, for each such Company RSU an amount in cash, less any withholding taxes, determined by multiplying the per share price by the number of shares of Common Stock underlying such Company RSU immediately prior to the Effective Time; provided, that as to any such Company RSU that is not vested as of the Effective Time, the per share price for such unvested Company RSU will remain subject to the vesting conditions that applied to such Company RSU immediately prior to the Effective Time (including any provisions for accelerated vesting of such Company RSU in connection with a termination of the holder’s employment) and shall be payable only if and to the extent such vesting conditions are satisfied; |
| ● | each award of performance-based restricted stock units of the Company (“Company PSU”) that is outstanding immediately prior to the Effective Time shall vest as to the number of Company PSUs determined in accordance with the applicable award agreement and shall be canceled and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash (without interest) determined by multiplying the per share price by the number of shares of Common Stock underlying such vested Company PSUs, less any withholding taxes. Any Company PSU that is not vested as of immediately prior to the Effective Time shall be canceled at the Effective Time without payment of any consideration therefor; and |
| ● | each outstanding warrant shall, in accordance with its terms under the Warrant Agreement, automatically and without any required action on the part of the holder thereof, cease to represent a warrant exercisable for shares of Common Stock and shall become a warrant exercisable for the merger consideration. If a holder properly exercises a warrant within thirty (30) days following the public disclosure of the consummation of the merger pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price, as defined in the Warrant Agreement, with respect to such exercise shall be reduced by an amount (in dollars and in no event less than zero) equal to the difference of (a) the Warrant Price in effect prior to such reduction minus (b) (i) the per share merger consideration minus (ii) the Black-Scholes Warrant Value (as defined in the Warrant Agreement). |
Concurrently with the execution of the Merger Agreement, Dr. Jun Pei, Dr. Mark McCord and Mr. Yupeng Cui, as stockholders of the Company holding [●]% of the outstanding Common Stock as of the record date for the special meeting of the stockholders of the Company, entered into a rollover agreement with Parent and Holdco (the “Rollover Agreement”), pursuant to which, immediately prior to the Effective Time, Dr. Jun Pei, Dr. Mark McCord and Mr. Yupeng Cui 1,291,810, 515,886 and 476,549 shares of the Company’s common stock, respectively, and Parent will separately contribute its 1,962,474 shares of the Company’s common stock and 100,000 shares of its Series A Convertible Preferred Stock, par value $0.00001 per share (“Preferred Stock”) as contemplated therein, to Holdco in exchange for equity interests in Holdco.
In addition, Koito and each of Dr. Pei, Dr. Jun Ye and Dr. McCord (collectively, the “Supporting Stockholders”) entered into voting support agreements (the “Voting Support Agreements”), pursuant to which, among other things, each of the Supporting Stockholders agreed, subject to the terms thereof, to vote or cause to be voted, all of the shares of the Company’s common stock beneficially owned by such Supporting Stockholders in favor of the adoption of the Merger Agreement at the special meeting of the Company’s stockholders. The aggregate number of shares of the Company’s common stock beneficially owned by the Supporting Stockholders and required to be voted or cause to be voted in favor of the adoption of the Merger Agreement pursuant to the Voting Support Agreements represents approximately 38.7% of the shares of the Company’s common stock outstanding.
While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.
The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.
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Item 1. Summary Term Sheet
The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “About the Special Meeting and the Transaction” is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and Address. The name of the subject company is Cepton Inc., a Delaware corporation. The Company’s principal executive offices are located at 399 West Trimble Road, San Jose, California, 95131. The Company’s telephone number is (408) 459-7579.
(b) Securities. The subject class of equity securities to which this Transaction Statement relates is the Company’s common stock, $0.00001 par value per share, of which [●] shares were outstanding as of [●], 2024. The information set forth in the Proxy Statement under “Market Price of Common Stock” is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Proxy Statement under “Market Price of Common Stock” is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under “Market Price of Common Stock” is incorporated herein by reference.
(e) Prior Public Offerings. None of the Filing Persons have made an underwritten public offering of Common Stock for cash during the three years preceding the date of the filing of this Transaction Statement.
(f) Prior Stock Purchases. None of the Filing Persons have purchased any shares of the Company’s common stock within the past two years. On January 19, 2023, the Company issued 100,000 shares of its Preferred Stock to Koito for a purchase price of $100.0 million pursuant to an investment agreement, dated October 27, 2022. The Preferred Stock is convertible into shares of the Company’s common stock at an approximate conversion price of $25.85 per share (subject to adjustment). During the past two years, certain executive compensation awards have been granted to affiliates under the Company’s 2022 Equity Incentive Plan. All such awards have been previously reported in filings with the SEC on Form 4.
Item 3. Identity and Background of Filing Person
(a) - (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Information Statement under “The Transaction—Parties Involved in the Merger” and “Interests of Certain Persons in the Transaction” is incorporated herein by reference.
Neither the Company nor to the Company’s knowledge, none of the Company’s directors or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
Other than Dong (Dennis) Chang, Xiaogang (Jason) Zhang, and George Syllantavos, each of the Company’s directors and executive officers is a citizen of the United States.
Holdco, a Delaware limited liability company, was formed on July 22, 2024, as a wholly owned subsidiary of Parent, solely for the purpose of facilitating the Rollover in connection with the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Rollover. The principal executive office address of Holdco is Sumitomo Fudosan Osaki Twin Bldg. East, 5-1-18, Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan. The telephone number for the principal office of Holdco is +81-3-3443-7111. The sole member of Holdco is Parent. Holdo does not presently have any directors or officers.
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Item 4. Terms of the Transaction
(a) Material Terms. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Effect of the Merger,” “The Transaction—Effect of the Merger on Our Capital Stock and Equity Awards,” “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” “The Transaction—Reasons of the Koito Entities for the Merger,” “The Transaction—Plans for the Company After the Merger,” “The Transaction—Delisting and Deregistration of Our Common Stock,” “The Transaction—Accounting Treatment,” “The Merger Agreement—The Merger,” “The Merger Agreement—Requisite Stockholder Approval,” “The Merger Agreement—Consents, Approvals and Filings,” “The Merger Agreement—Other Covenants and Agreements,” “The Merger Agreement—Company Material Adverse Effect,” “The Merger Agreement—Termination of the Merger Agreement,” “The Merger Agreement—Termination Fee; Effect of Termination,” “The Merger Agreement—Fees and Expenses,” “The Merger Agreement—Material U.S. Federal Income Tax Consequences of the Transaction,” “The Merger Agreement—Conditions to the Transaction,” “Voting Support Agreements” and “Rollover Agreement” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, Annex B of the Proxy Statement, the Form of Voting Support Agreement, and Annex C of the Proxy Statement, the Rollover Agreement are incorporated herein by reference.
(c) Different Terms. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Effect of the Merger on Our Capital Stock and Equity Awards,” “Voting Support Agreements,” “Rollover Agreement” and “Interests of Certain Persons in the Transaction” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, Annex B of the Proxy Statement, the Form of Voting Support Agreement, and Annex C of the Proxy Statement, the Rollover Agreement is incorporated herein by reference.
(d) Appraisal Rights. The information set forth in the Proxy Statement under “The Transaction—Appraisal Rights” is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. No provision has been made by the Filing Persons (i) to grant the Company’s unaffiliated security holders access to its corporate files, any other party to the merger or any of their respective affiliates, or (ii) to obtain counsel or appraisal services at the expense of the Company, any other party to the merger or any of their respective affiliates.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
(a) Transactions. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Reasons of the Koito Entities for the Merger,” “The Merger Agreement,” “Voting Support Agreements,” “Rollover Agreement,” “Interests of Certain Persons in the Transaction—Relationship with Koito,” “Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger,” and “Interests of Certain Persons in the Transaction—Section 280G Mitigation Actions” is incorporated herein by reference.
(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Reasons of the Koito Entities for the Merger,” “The Merger Agreement,” “Voting Support Agreements,” “Rollover Agreement,” “Interests of Certain Persons in the Transaction—Relationship with Koito,” “Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger,” and “Interests of Certain Persons in the Transaction—Section 280G Mitigation Actions” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, Annex B of the Proxy Statement, the Form of Voting Support Agreement, and Annex C of the Proxy Statement, the Rollover Agreement is incorporated herein by reference.
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(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under “The Merger Agreement,” “Voting Support Agreements,” “Rollover Agreement,” “Interests of Certain Persons in the Transaction—Relationship with Koito,” “Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger” and “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, Annex B of the Proxy Statement, the Form of Voting Support Agreement, and Annex C of the Proxy Statement, the Rollover Agreement are incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Use of Securities Acquired. The information set forth in the Proxy Statement under “The Transaction—Effect of the Merger,” “The Transaction—Effect of the Merger on Our Capital Stock and Equity Awards,” “The Transaction—Delisting and Deregistration of Our Common Stock” and “Rollover Agreement” is incorporated herein by reference.
(c) Plans. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Effect of the Merger,” “The Transaction—Effect of the Merger on Our Capital Stock and Equity Awards,” “The Transaction—Delisting and Deregistration of Our Common Stock,” “The Transaction—Effect on Cepton if the Merger is Not Completed,” “The Transaction—Plans for the Company After the Merger,” “The Merger Agreement” and “Rollover Agreement” is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects
(a) Purposes. The information set forth in the Proxy Statement under “About the Special Meeting and The Transaction,” “The Transaction—Background of the Merger,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” “The Transaction—Reasons of the Koito Entities for the Merger” and “The Transaction—Plans for the Company After the Merger,” is incorporated herein by reference.
(b) Alternatives. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Effect on Cepton if the Merger is Not Completed” “The Transaction—Background of the Merger,” The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference.
(c) Reasons. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Background of the Merger,” The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference.
(d) Effects. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Effect of the Merger,” “The Transaction—Effect of the Merger on Our Capital Stock and Equity Awards,” “The Transaction—Delisting and Deregistration of Our Common Stock,” “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” “The Transaction—Reasons of the Koito Entities for the Merger,” “The Transaction—Plans for the Company After the Merger,” “The Merger Agreement—Material U.S. Federal Income Tax Consequences of the Transaction,” “Voting Support Agreements,” “Rollover Agreement” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, Annex B of the Proxy Statement, the Form of Voting Support Agreement, Annex C of the Proxy Statement, and the Rollover Agreement is incorporated herein by reference.
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Item 8. Fairness of the Transaction
(a) Fairness. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference. Further the information set forth in Annex D of the Proxy Statement and the Fairness Opinion of Craig-Hallum Capital Group, LLC (“Craig-Hallum”) is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference. Further, the information set forth in Annex D of the Proxy Statement, the Fairness Opinion of Craig-Hallum, is incorporated herein by reference.
The confidential discussion materials prepared by Craig-Hallum Capital Group, LLC and provided to the Special Committee, dated January 23, 2024, February13, 2024, June 26, 2024 and July 28, 2024, are attached hereto as Exhibits (c)(2) through (c)(5) and are incorporated by reference herein.
(c) Approval of Security Holders. The information set forth in the Proxy Statement under “Special Meeting Agenda—Record Date; Shares Entitled to Vote; Quorum,” “Special Meeting Agenda—Vote Required; Abstentions and Broker Non-Votes,” “About the Special Meeting and the Transaction,” “The Merger Agreement—Conditions to the Transaction,” “The Merger Agreement—Requisite Stockholder Approval,” “Proposal 1: Approval of the Transaction” and “Proposal 2: Vote on Adjournment” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, and Annex B of the Proxy Statement, the Form of Voting Support Agreement, is incorporated herein by reference.
(d) Unaffiliated Representatives. The information set forth in the Proxy Statement under “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board” is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference.
(f) Other Offers. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” “The Transaction—Reasons of the Koito Entities for the Merger,” “The Merger Agreement—No Solicitation; Company Board Recommendation Change” is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Certain Unaudited Prospective Financial Information,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference. Further the information set forth in Annex D of the Proxy Statement and the Fairness Opinion of Craig-Hallum is incorporated herein by reference.
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(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “The Transaction—Background of the Merger,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Opinion of Craig-Hallum to the Special Committee,” “The Transaction—Certain Unaudited Prospective Financial Information,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” and “The Transaction—Reasons of the Koito Entities for the Merger” is incorporated herein by reference. Further, the information set forth in Annex D of the Proxy Statement and the Fairness Opinion of Craig-Hallum is incorporated herein by reference.
The confidential discussion materials prepared by Craig-Hallum and provided to the Special Committee, dated January 23, 2024, February13, 2024, June 26, 2024 and July 28, 2024, are attached hereto as Exhibits (c)(2) through (c)(5) and are incorporated by reference herein.
(c) Availability of Documents. The full text of the Fairness Opinion of Craig-Hallum dated July 28, 2024, is attached as Annex D to the Proxy Statement. The opinion is available for inspection and copying during its regular business hours at the Company’s principal executive offices, 399 West Trimble Road, San Jose, California, 95131, by any interested holder of the Company’s common stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from the Company at the email address provided under the caption “Where You Can Find More Information” in the Proxy Statement, which is incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration
(a) Source of Funds. The information set forth in the Proxy Statement under “The Transaction—Financing of the Merger,” “The Merger Agreement—Fees and Expenses” is incorporated herein by reference.
(b) Conditions. None.
(c) Expenses. The information set forth in the Proxy Statement under “The Transaction—Financing of the Merger,” “The Merger Agreement—Fees and Expenses,” is incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
Item 11. Interest in Securities of the Subject Company
(a) Securities Ownership. The information set forth in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management,” “Interests of Certain Persons in the Transaction—Relationship with Koito,” “Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger,” and “Interests of Certain Persons in the Transaction—Section 280G Mitigation Actions” is incorporated herein by reference.
Item 12. The Solicitation or Recommendation
(d) Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” “The Transaction—Reasons of the Koito Entities for the Merger,” “The Merger Agreement,” “Voting Support Agreements,” “Rollover Agreement,” “Interests of Certain Persons in the Transaction—Relationship with Koito” and “Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger” is incorporated herein by reference. Further, the information set forth in Annex A of the Proxy Statement, the Merger Agreement, Annex B of the Proxy Statement, the Form of Voting Support Agreement, and Annex C of the Proxy Statement, the Rollover Agreement, is incorporated herein by reference.
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(e) Recommendation of Others. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Reasons for the Transaction; Recommendations of the Special Committee and the Board,” “The Transaction—Position of the Koito Entities as to the Fairness of the Merger,” “Voting Support Agreements,” “Rollover Agreement,” “Proposal 1: Approval of the Transaction” and “Proposal 2: Vote on Adjournment” is incorporated herein by reference.
Item 13. Financial Statements
(a) Financial Information. The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement from the Company’s Annual Report on Form 10-K for the years ended December 31, 2023 and the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024, in each case, filed with the SEC and can be found on its website is www.sec.gov. The Company’s reports can also be reviewed on its website at http://investors.cepton.com. Additionally, the information set forth in the Proxy Statement under “Market Price of Common Stock” is incorporated herein by reference.
(b) Pro forma Information. No pro forma data giving effect to the merger has been provided. The Filing Parties do not believe that such information is material to stockholders in evaluating the merger and the Merger Agreement because (i) the Merger Consideration consists only of cash, and (ii) if the merger is consummated, the Company’s common stock will cease to be publicly traded.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitation or Recommendation. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction” is incorporated herein by reference.
(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under “About the Special Meeting and the Transaction,” “The Transaction—Financing of the Merger,” “The Merger Agreement—Fees and Expenses,” and “Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger” is incorporated herein by reference.
Item 15. Additional Information
(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under Interests of Certain Persons in the Transaction—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation” is incorporated herein by reference.
(c) Other Material Information. The information contained in the Proxy Statement, including all annexes attached thereto, is incorporated herein by reference.
8
Item 16. Exhibits
| * | Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment. |
9
SIGNATURES
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 25, 2024
| CEPTON, INC. | ||
| By: | /s/ Jun Pei | |
| Jun Pei | ||
| Chairman, President and Chief Executive Officer | ||
| KOITO MANUFACTURING CO., LTD. | ||
| By: | /s/ Takahito Otake | |
| Takahito Otake | ||
| Senior Managing Corporate Officer | ||
| Project Camaro Holdings, LLC | ||
| By: | KOITO MANUFACTURING CO., LTD., its sole member | |
| By: | /s/ Hideharu Konagaya | |
| Hideharu Konagaya | ||
| Executive Vice President | ||
| Project Camaro MERGER SUB, INC. | ||
| By: | /s/ Hideharu Konagaya | |
| Hideharu Konagaya | ||
| President | ||
10
Exhibit (C)(2)
Private & Confidential [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24 b - 2 of the Securities Exchange Act of 1934 , as amended . This information has been filed separately with the Securities and Exchange Commission . Project Cheetah Special Committee Materials for Discussion January 23, 2024
Agenda Ag e n d a I t e m s ▪ Review of [***] Offer ▪ Preliminary M&A Premiums Paid Analysis ▪ Potential Process Alternatives ▪ Discussion of Potential Response to [***] 2
Review of [***] Offer S u m m a r y O ve r v i e w of O f f e r ▪ Acquisition : 100% acquisition of the common shares outstanding, all cash at $3.17/share ‒ No financing condition ▪ Rollover Participants : CEO and potentially other executive officers to roll over all outstanding common shares of Cheetah ▪ Diligence/Timing : 6 weeks to complete diligence ▪ Key Employees : Key employees (and Rollover participants) expected to enter into employment agreements prior to entering into a definitive agreement ▪ Definitive Agreement : Simple majority of outstanding common shares of Cheetah for approval and expect other principal shareholders to enter into support agreements with respect to the [***] acquisition ▪ [***] Approvals : Approval from board of directors will be required to execute definitive agreement, [***] shareholder approval will not be required ▪ Interim Financing : [***] has stated their willingness to provide interim financing prior to closing if required 3
Review of [***] Offer – Implied Enterprise Value ▪ Based upon $3.17 per share offer price ▪ Analysis is based on most recent 10 - Q capitalization structure - Based on 15,846,935 shares outstanding $50,235 Implied Value of All Common Stock Outstanding - Based on 729,948 RSUs outstanding $2,314 RSU Value - Based on 1,340,813 options all out of the money $0 Options value $0 Warrant Value $52,549 Implied Total Equity Purchase Price $62,488 Less: Cash 9/30 - Consists of $103.0 million of [***] Preferred Stock $103,000 Plus: Debt and Debt - Like Items 9/30 liquidation value a/o 9/30/2023 Implied Enterprise Value $93,061 4 Purchase Price Consideration $ in thousands, except per share data
Preliminary M&A Premiums Paid Analysis (2) Corresponding premium based on $3.17 per share offer price ▪ Screening criteria: ▪ Deals completed or those announced since January 1, 2021 in the United States and Canada ▪ Deals that were 100% cash transactions acquiring greater than 50% of the Target Company ▪ Transaction sizes ranging from $20 million to $250 million ▪ Includes only Technology Company transactions ▪ 17 total transactions in analysis 5 Source : S&P Capital IQ as of 1/22/2024 (1) Represents 1 Day, 1 Week, 1 Month and 3 Month Spot Premium prior to Announcement Date of Transaction 92.6% 92.3% 93.5% 91.5% High 69.2% 53.2% 57.9% 57.0% 75th Percentile 46.3% 42.9% 42.9% 47.1% Median 15.8% 13.2% 23.6% 23.8% 25th Percentile (43.1%) (39.8%) (3.4%) (4.3%) Low $4.50 9/19/2023 $3.00 11/19/2023 $3.80 12/12/2023 $3.02 12/19/2023 Cheetah Closing Share Price Date - 29.6% 5.7% - 16.6% 5.0% Corresponding Premium (2) Premiums Paid Analysis (1) 1 - Day 1 - Week 1 - Month 3 - Month
Potential Process Alternatives ▪ There are a range of process options available to Cheetah and the Special Committee (“SC”) Direct Negotiation with Post - DA Go - Shop Limited Market Check Broad Market Check Quickest Longest Overall Speed of Process Broad Post - DA Go - Shop Limited number (e.g. ~ 10) of Additional Potential Parties; Potential Go - Shop Up to 50+ Additional Potential Parties Breadth of Outreach Duration of Go - Shop Approximately 10 - 15 Days to Reach IOI pre - DA; Duration of Potential Go - Shop Approximately 30 - 35 Days to Reach IOI Potential Time Provided to Additional Parties Negotiate directly with [***], possibly with a limited initial market check in parallel, with Go - Shop period post - DA as primary market check Allows market check with believed high conviction buyers while negotiating with [***]; a Go - Shop provision would allow interested parties to continue doing work Most comprehensive market check, but time consuming and potentially disruptive Considerations 6
Jun - 24 May - 24 Apr - 24 Mar - 24 Feb - 24 Jan - 24 Dec - 23 TRANSACTION ACTIVITY 24 17 10 3 27 20 13 6 29 22 15 8 1 25 18 11 4 26 19 12 5 29 22 15 8 1 25 18 11 4 Discuss Process Strategy - Special Committee Meeting Broad Market Check Gather Information and Conduct Due Diligence with Management, Update Materials Launch Market Check Request IOIs from Market Check Parties Select Party to Move Forward Manage Diligence and DA Drafting Potentially Execute Definitive Agreement with Interested Party & Deliver Fairness Opinion Draft Proxy and Begin SEC Review Period / Receive SEC Clearance / Continued Diligence Shareholder Voting Period Close Transaction Window Limited Market Check Prepare For & Launch Market Check and in Parallel Negotiate with [***] Request IOIs from Market Check Parties Select Party/Parties to Move Forward Manage Diligence and DA Drafting Potentially Execute Definitive Agreement with Interested Party & Deliver Fairness Opinion Potential Go - Shop Period Draft Proxy and Begin SEC Review Period / Receive SEC Clearance / Continued Diligence Shareholder Voting Period Close Transaction Direct Negotiation / Post Definitive Go - Shop Respond to [***] & Negotiate IOI Manage [***] Diligence & DA Drafting: Potential Limited Market Check in Parallel Potentially Execute Definitive Agreement & Deliver Fairness Opinion Potential Go - Shop Period Draft Proxy and Begin SEC Review Period / Receive SEC Clearance / Continued Diligence Mailed Proxy & Shareholder Vote Close Transaction NUMBER OF WEEKS FROM KICK - OFF 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Potential Process Alternatives – Illustrative Timelines 7 Si Key Indicative Dates gning DA: ~Week of April 1 Closing: ~Week of June 10 Key Indicative Dates Si ng DA: ~Week of March 4 gni Cl osing: ~Week of May 13 Key Indicative Dates Signing DA: ~Week of March 11 Closing: ~Week of May 20
Discussion of Potential Response to [***] S e l e c t e d R e s p o n s e C o n s i d e r a t i o n s ▪ Price ▪ Timing of any Rollover / Employment & Incentive Agreements ▪ Diligence / Timing ▪ Shareholder Vote – Majority of the minority vs. Majority of all outstanding shares ▪ Potential Go - Shop Provision ▪ Regulatory Considerations – e.g. CFIUS ▪ Timing of Potential Customer Awards 8
Exhibit (C)(3)
Private & Confidential [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24 b - 2 of the Securities Exchange Act of 1934 , as amended . This information has been filed separately with the Securities and Exchange Commission . Project Cheetah Special Committee Materials for Discussion February 13, 2024
Agenda & Participants 2 ▪ When: Tuesday, February 13 – 9:00pm PT ▪ Where: Online Zoom Meeting A g e n d a I t e m s ▪ Status Update ▪ Valuation Discussion ▪ Attendees ‒ Special Committee ‒ Cooley ‒ Craig - Hallum
Project Cheetah Process Update Summary ▪ Following the Jan 23rd Special Committee meeting, Craig - Hallum reached out to the 7 additional parties authorized O u t r e a c h P r o c e s s ▪ 5 Parties - [***], [***], [***], [***], and [***] - have passed ▪ 3 Parties – [***], [***] and [***] requested a call with the Craig - Hallum team to discuss, which were held on Jan 29, Jan 30 and Feb 6 respectively ▪ 2 Parties - [***] and [***] requested NDAs. [***] has provided a redline to the NDA to which to which we have responded. Neither NDA has yet been signed 3 C o n t a c t e d C a l l w i t h C - H Te a m N D A S e n t P a s s e d [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] N D A S i g n e d [***] [***] [***]
Discussion of [***] Offer – Implied Enterprise Value ▪ Overview of $3.17 per share offer price ▪ Analysis is based on most recent share, RSU, PSU, option and Non - Qual data received from the Company as well as preliminary 12/31/23 balance sheet data provided by the Company 4 $ in thousands, except per share data Purchase Price Consideration Options value $762 - Based on 349,439 options with $1.00 strike price and 1,849 Implied Total Equity Purchase Price $52,693 options with $1.10 strike price 1 Non - Qualified Stock $15 - Based on 7,347 non - qualified stock with $1.10 strike price 2 Implied Value of All Common Stock Outstanding $50,235 - Based on 15,846,935 shares outstanding RSU Value $1,681 - Based on 530,164 RSUs outstanding PSU Value $0 - All PSUs vest at $150.00 per share Less: Cash 12/31/2023 $57,658 Plus: Debt and Debt - Like Items 12/31/2023 $104,087 - Consists of $104.1 million of Lion Preferred Stock liquidation value a/o 12/31/2023 Implied Enterprise Value $99,122 (1) Excludes 450,118 options with strike prices above $3.17 (2) Excludes 315,060 non - qualified stock with strike prices above $3.17 $ in thousands
Summary Valuation Observations 5 I MPLIED C HEETAH V ALUATION R ANGES Source: S&P Capital IQ, Bloomberg, and SEC filings as of 2/12/2024 Premiums Paid metrics are as of 2/12/2014, not as of the offer date Target metrics based on company financials provided by and approved for use by Company management Implied Enterprise Value ($ millions) 25th 75th Low Percentile Median Percentile High $250.1 $128.3 $393.4 $136.8 $25.7 $106.5 $173.6 $16.4 $39.6 $67.0 $19.9 $207.7 $239.1 $18.1 $39.8 $64.4 $9.8 $9.2 $11.5 $10.4 $87.7 $100.4 $107.6 $113.4 $129.0 $86.8 $98.3 $104.9 $111.0 $127.2 $76.9 $104.8 $118.1 $123.5 $143.6 $203.5 $57.8 $97.9 $145.9 $24.4 Implied Share Price High 75th Percentile Median 25th Percentile Low $12.25 $7.65 $3.61 NM NM $4.92 $1.23 NM NM NM $20.87 $11.59 $9.70 NM NM $5.44 $1.08 NM NM NM $4.97 $4.86 $5.85 $4.03 $3.89 $4.64 $3.68 $3.52 $4.31 $3.25 $3.12 $3.51 $2.48 $2.43 $1.83 $9.45 $5.99 $3.09 $0.68 NM Comparable Public Companies Target Metric Million (USD) Low 25th Percentile Median 75th Percentile High 2024E Revenue 2025E Revenue 2024E Gross Profit 2025E Gross Profit $27.9 $38.1 $11.0 $15.1 0.3 x 0.2 x 1.0 x 0.7 x 0.9 x 0.4 x 1.8 x 1.2 x 3.8 x 1.0 x 18.8 x 2.6 x 6.2 x 1.8 x 21.7 x 4.3 x 9.0 x 3.4 x 35.7 x 9.1 x Premiums Paid Premiums Paid 1 - Day Premiums Paid 1 - Week Premiums Paid 1 - Month $2.60 $2.51 $3.04 - 4.3% - 3.4% - 39.8% 25.2% 24.3% 15.4% 41.9% 40.2% 41.9% 55.2% 54.8% 52.6% 91.5% 93.5% 92.3% Discounted Cash Flow Terminal Revenue EV/ Multiples
Summary Valuation Observations – Enterprise Value ▪ The green bars represent the 25th to 75th percentile for each of the respective valuation methodologies P UBLIC C OMPANY C OMPARABLES P REMIUMS P AID 6 Revenue 2024E 2025E Gross Profit 2024E 2025E DCF Rev. 1 - Day 1 - Month 1 - Week Source: S&P Capital IQ, Bloomberg, and SEC filings as of 2/12/2024 $9.8 $9.2 $11.5 $10.4 $87.7 $86.8 $76.9 $24.4 $128.3 $393.4 $136.8 $129.0 $127.2 $143.6 $203.5 $300 $250.1 $0 $100 $200 $400 Proposed Transaction Implied Enterprise Value ($99.1 million)
Summary Valuation Observations – Share Price ▪ The green bars represent the 25th to 75th percentile for each of the respective valuation methodologies P UBLIC C OMPANY C OMPARABLES P REMIUMS P AID 7 $3.17 Offer Price Revenue 2024E 2025E Gross Profit 2024E 2025E DCF Rev. 1 - Day 1 - Month 1 - Week NM deemed “Not Meaningful” due to stock prices representing negative figures NM NM NM NM NM $2.48 $2.43 $1.83 $12.25 $4.92 $20.87 $5.44 $9.45 $4.97 $4.86 $5.85
Selected Comparable Public Companies Analysis 8 Source : S&P Capital IQ as of 2/12/2024, enterprise values based on TSM diluted shares outstanding “NM” (Not Meaningful) datapoints reflect negative multiples and any multiples >50x “NA” (Not Applicable) datapoints reflect multiples in which consensus estimates are not available Adj. EBITDA Gross Profit Revenue Adj. EBITDA Gross Profit Revenue Adj. EBITDA Gross Profit Revenue Value Cap High Price Ticker Company NM 9.1x 3.4x NM NM 9.0x NM NM 27.0x $1,586.4 $1,285.9 27.6% $2.91 LAZR Luminar Technologies, Inc. 2.1x 0.7x 0.2x 9.7x 1.0x 0.4x NM 1.9x 0.6x $145.5 $541.1 17.1% $4.03 HSAI Hesai Group NA 3.6x 1.5x NA 18.8x 5.8x NM NM NM $437.5 $519.7 31.8% $2.61 MVIS MicroVision, Inc. NM 1.6x 0.5x NM 21.7x 1.8x NM NM 17.7x $133.4 $299.6 34.5% $1.67 INVZ Innoviz Technologies Ltd. NA 4.5x 1.8x NA 35.7x 6.4x NM NM 26.0x $75.1 $308.8 53.5% $1.07 AEVA Aeva Technologies, Inc. NM 1.0x 0.4x NM 1.8x 0.6x NM 12.0x 1.0x $72.4 $254.1 32.3% $5.40 OUST Ouster, Inc. NA NM NM NA NA NM NM NM NM ($38.9) $9.1 5.3% $1.30 LIDR AEye, Inc. 2.1x 9.1x 3.4x 9.7x 35.7x 9.0x 0.0x 12.0x 27.0x $1,586.4 $1,285.9 High 2.1x 4.3x 1.8x 9.7x 21.7x 6.2x NA 9.5x 26.0x $291.5 $530.4 75th Percentile Median 25th Percentile Low 2.1x 2.6x 1.0x 9.7x 18.8x 3.8x NA 7.0x 17.7x $133.4 $308.8 2.1x 1.2x 0.4x 9.7x 1.8x 0.9x NA 4.4x 1.0x $73.8 $276.9 2.1x 0.7x 0.2x 9.7x 1.0x 0.4x 0.0x 1.9x 0.6x - $38.9 $9.1 2024E - 2025E 2025E 2024E LTM 2025E 2024E LTM 2025E 2024E LTM $ in millions, except per share data Rev. Grow th Gross Margin Gross Margin Gross Margin Gross Profit Gross Profit Gross Profit Revenue Revenue Revenue Company Ticker 166.0% 37% 17% - 115% $175.1 $29.9 ($67.7) $470.7 $177.0 $58.8 LAZR Luminar Technologies, Inc. 44.6% 35% 33% 32% $210.5 $138.9 $75.8 $601.0 $415.7 $236.4 HSAI Hesai Group 278.7% 42% 31% 12% $120.4 $23.2 $0.3 $284.0 $75.0 $2.2 MVIS MicroVision, Inc. 231.8% 33% 8% - 158% $81.4 $6.2 ($11.9) $245.8 $74.1 $7.5 INVZ Innoviz Technologies Ltd. 246.7% 41% 18% - 282% $16.8 $2.1 ($8.1) $41.0 $11.8 $2.9 AEVA Aeva Technologies, Inc. 58.9% 38% 35% 9% $69.0 $40.0 $6.0 $183.1 $115.2 $69.8 OUST Ouster, Inc. 533.3% 19% NA - 371% $14.4 NA ($9.2) $76.0 $12.0 $2.5 LIDR AEye, Inc. 533% 42% 35% 32% $210.5 $138.9 $75.8 $601.0 $415.7 $236.4 High 263% 39% 33% 10% $147.8 $37.5 $3.1 $377.3 $146.1 $64.3 75th Percentile 232% 37% 24% - 115% $81.4 $26.6 ($8.1) $245.8 $75.0 $7.5 Median 112% 34% 17% - 220% $42.9 $10.4 ($10.5) $129.5 $43.1 $2.7 25th Percentile 45% 19% 8% - 371% $14.4 $2.1 ($67.7) $41.0 $11.8 $2.2 Low COMPARABLE COMPANY ANALYSIS $ in millions, except per share data Stock % of 52W Market Enterprise LTM Multiples 2024E Multiples 2025E Multiples Cheetah (based on offer price) $52.7 $99.1 7.8x 26.2x NM 3.6x 9.0x NM 2.6x 6.6x NM FINANCIAL ESTIMATES SUMMARY Cheetah $12.7 $27.9 $38.1 $3.8 $11.0 $15.1 30% 40% 40% 36%
92.3% 93.5% 91.5% High 52.6% 54.8% 55.2% 75th Percentile 41.9% 40.2% 41.9% Median 15.4% 24.3% 25.2% 25th Percentile (39.8%) (3.4%) (4.3%) Low $3.04 1/12/2024 $2.51 2/5/2024 $2.60 2/12/2024 Cheetah Closing Share Price Date 4.3% 26.3% 22.2% Corresponding Premium (2) Implied Price Per Share $5.85 $4.86 $4.97 High $4.64 $3.89 $4.03 75th Percentile $4.31 $3.52 $3.68 Median $3.51 $3.12 $3.25 25th Percentile $1.83 $2.43 $2.48 Low Premiums Paid Analysis (1) 1 - Day 1 - Week 1 - Month Share price shown in USDs 1 - Day 1 - Week 1 - Month 92.3% 93.5% 91.5% High 52.6% 54.8% 55.2% 75th Percentile 41.9% 40.2% 41.9% Median 15.4% 24.3% 25.2% 25th Percentile (39.8%) (3.4%) (4.3%) Low $3.00 11/19/2023 $3.80 12/12/2023 $3.02 12/19/2023 Cheetah Closing Share Price Date 5.7% - 16.6% 5.0% Corresponding Premium (2) Implied Price Per Share $5.77 $7.35 $5.78 High $4.58 $5.88 $4.69 75th Percentile $4.26 $5.33 $4.29 Median $3.46 $4.72 $3.78 25th Percentile $1.81 $3.67 $2.89 Low Premiums Paid Analysis (1) 1 - Day 1 - Week 1 - Month Share price shown in USDs 1 - Day 1 - Week 1 - Month M&A Premiums Paid Analysis - Methodology ▪ Screening criteria: ▪ Deals completed or those announced since January 1, 2021 in the United States and Canada ▪ Deals that were 100% cash transactions acquiring greater than 50% of the Target Company ▪ Transaction equity value ranging from $20 million to $250 million ▪ Includes only Technology Company transactions ▪ 18 total transactions in analysis 9 Source : S&P Capital IQ as of 2/12/2024 (1) Represents 1 Day, 1 Week, and 1 Month Spot Premium for respective reference prices at time of offer (2) Represents premium to Cheetah closing price in respective time periods for the current $3.17 offer price (3) Represents 1 Day, 1 Week, and 1 Month Spot Premium prior to Current Stock Price as of 2/12/2024 Premiums Paid – At Time of Offer (12/19/2023) 1 Premiums Paid – Current (2/12/2024) 3
Discounted Cash Flow Analysis – Summary & Sensitivity 10 Company financials provided by and approved for use by Company management Analysis does not reflect potential beneficial impact of accumulated net operating losses (“NOLs”) (1) Assumes 21.0% corporate tax rate (2) “NOPAT” defined as net operating profit after taxes (3) (As provided by and approved for use by Company management; Net Working Capital defined as the sum of Accounts Receivable, Inventory and Prepaid Expenses, less Accounts Payable and Accrued Expenses $ in millions 2028P 2027P 2026P 2025P 2024P $6.5 ($21.5) ($30.2) ($10.6) ($15.4) Operating Profit $0.8 $0.0 $0.0 $0.0 $0.0 Less: Taxes @ 21.0% (1) $7.3 ($21.5) ($30.2) ($10.6) ($15.4) NOPAT (2) $1.1 $0.7 $0.5 $0.4 $0.3 Plus: D&A ($2.8) ($1.4) ($0.7) ($0.8) $0.0 Less: CapEx ($12.0) ($9.0) $0.4 ($3.0) ($0.7) Less: ∆ Net Working Capital (3) ($6.3) ($31.3) ($30.0) ($13.9) ($15.8) Unlevered Free Cash Flow ($58.1) Discount @ 20.7% $156.0 PV of TV Revenue @ 2.5x $97.9 Implied Enterprise Value 3.50x 3.00x 2.50x 2.00x 1.50x 3.50x 3.00x 2.50x 2.00x 1.50x $9.45 $7.14 $4.84 $2.53 $0.22 15.7% $203.5 $165.2 $126.8 $88.5 $50.1 15.7% $8.06 $5.99 $3.91 $1.83 - $0.25 18.2% C $180.5 $145.9 $111.4 $76.8 $42.3 18.2% $6.85 $4.97 $3.09 $1.22 - $0.66 20.7% A C $160.2 $129.1 $97.9 $66.7 $35.5 20.7% $5.78 $4.08 $2.38 $0.68 - $1.01 23.2% W $142.4 $114.2 $86.0 $57.8 $29.6 23.2% $4.83 $3.29 $1.75 $0.21 - $1.32 25.7% $126.7 $101.2 $75.6 $50.0 $24.4 25.7% Implied Enterprise Value Terminal Revenue Multiple WACC Implied Stock Price Terminal Revenue Multiple
Weighted Average Cost of Capital Calculation 11 Source : Bloomberg and S&P Global Capital IQ of 2/12/2024 AEye, Inc. Ouster, Inc. Aeva Technologies, Inc. Innoviz Technologies Ltd. MicroVision, Inc. Luminar Technologies, Inc. Hesai Group LIDR OUST AEVA INVZ MVIS LAZR HSAI 2.09 3.11 2.06 1.24 1.78 1.76 2.13 Observed (Levered Beta) (a) 1.72 2.41 1.71 1.16 1.52 1.51 1.75 Adjusted Beta (b) $0 $45 $0 $0 $0 $625 $48 Total Debt $9 $254 $309 $300 $520 $1,286 $541 Market Value of Equity $9 $299 $309 $300 $520 $1,911 $589 Total Capitalization - - 17.9% - - - - 0.0% 48.6% 8.9% Total Debt to Equity Ratio - - 15.2% - - - - 0.0% 32.7% 8.2% Total Debt / Total Capitalization 100.0% 84.8% 100.0% 100.0% 100.0% 67.3% 91.8% Equity / Total Capitalization 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% Assumed Tax Rate 1.72 2.11 1.71 1.16 1.52 1.09 1.64 Unlevered Beta (c) WACC CALCULATION ($ in millions) Comparable Public Companies Cost of Equity - Capital Asset Pricing Model Risk Free Rate (20 - Year Treasury) (d) Market Risk Premium (e) Size Premium (f) Median Debt / Equity Ratio Median Unlevered Beta Levered Beta ASSUMPTIONS 4.1% 5.5% 7.6% 0.0% 1.64 1.64 Estimated Cost of Equity (g) 20.7% Cost of Debt Cost of Debt (h) 5.7% After - Tax Cost of Debt 4.5% Equity / Total Capitalization Ratio Total Debt / Total Capitalization Ratio 100.0% 0.0% Weighted Average Cost of Capital (i) 20.7% a) Observed beta (two year weekly per Bloomberg) b) Adjusted beta equals [(levered beta) * (2/3)] + [1/3] c) Unlevered beta equals adjusted levered beta divided by the quantity [1 + (the debt/equity ratio) * (1 – the tax rate)] d) 10 - year U.S. Treasury Note per Wall Street Journal e) Kroll Capital "Cost of Capital Module" as of 12/31/2023 f) Kroll Capital "Cost of Capital Module" (defined as companies with market capitalization between $1.6 million and $97.4 million), 10B CRSP 10th Decile Brekadown g) Capital Asset Pricing Model; [the risk - free rate of return] + [(the equity risk premium) * (levered beta)] + [the size premium] h) Based on estimated cost of debt (defined as Moody's Seasoned Baa Corporate Bond Yield) as of December 2023 i) WACC equals [(the cost of equity) * (the equity/capital ratio)] + [(the cost of debt) * (the debt/total capital ratio) * (1 – the tax rate)]
Private & Confidential Appendix 12
Selected M&A Transactions Data 13 Source : S&P Capital IQ as of 2/12/2024, SEC Edgar Filings (1) Valuation based on 194,919,551 shares of OUST stock issued at $1.14 per share, less $220.0 million of cash; NTM revenue and gross profit reflect management estimates for calendar year 2023E of $61.1 million and $11.1 million, respectively; Y+2 revenue and gross profit reflect management estimates for calendar year 2024E of $95.3 million and $30.2 million, respectively; analysis does not take into consideration dilutive securities rolled in transaction (2) Valuation based on 184,495,557 shares outstanding at time of merger announcement at $1.14 per share, less $115.3 million of net cash; NTM revenue and gross profit reflect management estimates for calendar year 2023E of $65.3 million and $18.4 million, respectively; Y+2 revenue and gross profit reflect management estimates for calendar year 2024E of $104.5 million and $27.0 million, respectively; analyses does not take into consideration dilutive securities outstanding at time of merger announcement (3) Purchase price of €15.0 million, converted at a EUR - USD spot rate of 1.05 (4) Based on 11.1 million shares issued to Sense Photonics of OUST stock at $10.01 per share, inclusive of 0.5 million vested options and 1.6 million share earn out; exclusive of 4.8 million RSUs issued to Sense Photonics employees (5) Implied enterprise value based on TE Connectivity investment equal to 71.87% pro forma ownership, acquiring 7,380,905 shares in First Sensor at a price of €28.25 per share, plus net debt of €16.7 million; converted at a EUR - USD spot rate of 1.11 - NTM revenue reflects consensus estimates at announcement for calendar year 2019E of $187.1 million; Y+2 revenue reflects consensus estimates at announcement for calendar year 2020E of $200.6 million; analyses does not take into consideration dilutive securities outstanding at time of merger announcement COMPARABLE M&A TRANSACTIONS ANALYSIS Implied EV/LTM Implied EV/NTM Implied EV/Y+2 Gross Profit Gross Profit Gross Profit Implied Implied EV/LTM Implied EV/NTM Implied EV/Y+2 Announced Status Target Buyer Enterprise Value Revenue Revenue Revenue NM 0.2x 0.1x 9/14/2022 Closed Velodyne Lidar, Inc. (1) Ouster, Inc. $2,151,289 0.0x 0.0x 0.0x 7.5x 5.2x 3.5x 9/14/2022 Closed Ouster, Inc. (2) Velodyne Lidar, Inc. $94,978,958 2.3x 1.5x 0.9x NA NA NA 12/1/2022 Closed Certain assets of Ibeo MicroVision GmbH $15,740,000 NA NA NA Automotive Systems Gmbh (3) NA NA NA 10/5/2021 Closed Sense Photonics, Inc. (4) Ouster, Inc. $111,111,000 NA NA NA 3.4x NA NA 5/26/2019 Closed First Sensor AG (5) TE Connectivity Ltd. $339,489,698 1.8x 1.8x 1.7x 7.5x 5.2x 3.5x $339,489,698 2.3x 1.8x 1.7x High: 75th Percentile: Median: 25th Percentile: Low : 6.5x 3.9x 2.7x $111,111,000 2.1x 1.6x 1.3x 5.5x 2.7x 1.8x $94,978,958 1.8x 1.5x 0.9x 4.5x 1.4x 0.9x $15,740,000 0.9x 0.7x 0.5x 3.4x 0.2x 0.1x $2,151,289 0.0x 0.0x 0.0x 26.2x 9.0x 6.6x $99,121,598 7.8x 3.6x 2.6x Cheetah (based on offer price):
Summary of Impact of Varying Potential Offer Prices 14 $2.60 Current Stock Price $3.17 Current Offer Price 22% Current 1 - Day Premium Current Shares Outstanding 15,846,935 Dilutive Securities Outstanding 775,375 16,622,310 Total Shares Outstanding 1,962,474 Koito Ownership 14,659,836 Non - Koito Shares Required from Koito Required from Koito $3.55 $3.50 $3.45 $3.40 $3.35 $3.30 $3.25 $3.20 $3.17 $5,570,738 $4,837,746 $4,104,754 $3,371,762 $2,638,770 $1,905,779 $1,172,787 $439,795 Incremental Cash $0 37% 35% 33% 31% 29% 27% 25% 23% 1 - Day Premium 22% $4.00 $3.95 $3.90 $3.85 $3.80 $3.75 $3.70 $3.65 $3.60 $12,167,664 $11,434,672 $10,701,680 $9,968,688 $9,235,697 $8,502,705 $7,769,713 $7,036,721 Incremental Cash $6,303,729 54% 52% 50% 48% 46% 44% 42% 40% 1 - Day Premium 38% Source : Koito shares held based on S&P Capital IQ as of 2/12/2024
Exhibit (C)(4)
Private & Confidential [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b - 2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. Project Cheetah Special Committee Materials for Discussion June 26, 2024
Discussion of [***] Offer – Implied Enterprise Value ▪ Analysis is based on most recent share, RSU, PSU, option and Non - Qual data received from the Company as well as 5/31/2024 balance sheet data provided by the Company 2 - Based on 16,042,811 shares outstanding - Based on 1,349,426 RSUs outstanding - Based on 6,700 RSUs outstanding - Based on 345,939 options with $1.00 strike price and 1,849 options with $1.10 strike price - Based on 7,347 non - qualified stock with $1.10 strike price - Consists of $105.9 million of [***] Preferred Stock liquidation value a/o 5/31/2023 Purchase Price Consideration $3.17 Offer Price $50,856 Implied Value of All Common Stock Outstanding $4,278 RSU Value $21 PSU Value $755 Options value $15 Non - Qualified Stock $55,924 Implied Total Equity Purchase Price $54,452 Less: Cash 5/31/2024 $105,938 Plus: Debt and Debt - Like Items 5/31/2024 $107,410 Implied Enterprise Value
Summary Valuation Observations 3 I MPLIED C EPTON V ALUATION R ANGES Source: S&P Capital IQ, Bloomberg, and SEC filings as of 6/25/2024 Target metrics based on the Company financials provided by and approved for use by Cepton management Implied enterprise value and implied share prices are based on 17.6 million fully diluted shares outstanding, $105.9 million of debt, and $54.5 million of cash and equivalents and restricted cash “NM” (Not Meaningful) datapoints reflect negative implied share prices Comparable Public Companies Target Metric Million (USD) 25th 75th Low Percentile Median Percentile High 2024E Revenue 2025E Revenue 2024E Gross Profit 2025E Gross Profit $28.2 $41.2 $12.4 $17.5 0.6 x 0.2 x 1.7 x 1.0 x 0.7 x 0.4 x 3.2 x 1.2 x 2.8 x 1.8 x 4.6 x 4.7 x 9.9 x 3.9 x 6.1 x 9.1 x 17.2 x 4.7 x 7.5 x 22.2 x Premiums Paid Premiums Paid 1 - Day Premiums Paid 1 - Week Premiums Paid 1 - Month $2.54 $2.50 $2.56 - 4.3% 22.5% 40.2% 57.1% 91.5% - 3.4% 23.3% 42.9% 52.8% 93.5% - 39.8% 20.4% 41.0% 57.0% 214.3% Discounted Cash Flow Terminal Revenue Implied Enterprise Value ($ millions) 25th 75th Low Percentile Median Percentile High $483.1 $195.3 $93.5 $389.0 $19.6 $77.9 $278.6 $17.0 $75.3 $159.4 $39.5 $57.5 $75.5 $20.9 $82.9 $160.3 $17.2 $6.5 $21.4 $18.4 $94.4 $106.4 $114.3 $121.9 $137.3 $94.1 $105.9 $114.5 $118.9 $136.8 $78.7 $105.9 $115.1 $122.4 $193.4 $198.4 $54.5 $94.5 $142.0 $20.8 Implied Share Price High 75th Percentile Median 25th Percentile Low $24.47 $12.88 $1.49 NM NM $8.15 $6.12 $1.35 NM NM $2.38 $1.36 $0.34 NM NM $19.13 $6.17 $1.78 NM NM $4.86 $4.84 $8.05 $3.99 $3.82 $4.02 $3.56 $3.57 $3.61 $3.11 $3.08 $3.08 $2.43 $2.42 $1.54 $8.89 $5.58 $2.81 $0.48 NM EV/ Multiples
Summary Valuation Observations – Enterprise Value ▪ The green bars represent the 25th to 75th percentile for each of the respective valuation methodologies C OMPARABLE P UBLIC C OMPANIES P REMIUMS P AID 4 Revenue 2024E 2025E Gross Profit 2024E 2025E DCF Rev. 1 - Day 1 - Month 1 - Week Source: S&P Capital IQ, Bloomberg, and SEC filings as of 6/25/2024 Target metrics based on the Company financials provided by and approved for use by Cepton management Implied enterprise value and implied share prices are based on 17.6 million fully diluted shares outstanding, $105.9 million of debt, and $54.5 million of cash and equivalents and restricted cash $17.2 $6.5 $21.4 $18.4 $94.4 $94.1 $78.7 $20.8 $483.1 $195.3 $93.5 $389.0 $137.3 $136.8 $193.4 $198.4 $0 $100 $200 $300 $400 $500 $600 Koito Proposed Offer of $3.17 per Share
$3.17 Koito Offer Price Summary Valuation Observations – Share Price ▪ The green bars represent the 25th to 75th percentile for each of the respective valuation methodologies P UBLIC C OMPANY C OMPARABLES P REMIUMS P AID 5 Revenue 2024E 2025E Gross Profit 2024E 2025E DCF Rev. 1 - Day 1 - Month 1 - Week NM NM NM NM NM $2.43 $2.42 $1.54 $24.47 $8.15 $2.38 $19.13 $8.89 $4.86 $4.84 $8.05 Source: S&P Capital IQ, Bloomberg, and SEC filings as of 6/25/2024 Target metrics based on the Company financials provided by and approved for use by Cepton management Implied enterprise value and implied share prices are based on 17.6 million fully diluted shares outstanding, $105.9 million of debt, and $54.5 million of cash and equivalents and restricted cash “NM” (Not Meaningful) datapoints reflect negative implied share prices
Selected Comparable Public Companies Analysis 6 Source : SEC filings, financial estimates and stock price based on S&P Capital IQ, enterprise values based on TSM diluted shares outstanding, as of 6/25/2024 “NM” (Not Meaningful) datapoints reflect negative multiples, any revenue multiples >25x, and any gross profit multiples >50x “NA” (Not Applicable) datapoints reflect multiples in which consensus estimates are not available Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Value Cap Price Ticker Company 22.2x 4.7x NA 9.9x NM 13.9x $1,059.4 $654.4 $1.34 LAZR Luminar Technologies, Inc. 1.2x 0.4x 1.7x 0.6x 2.6x 0.9x $226.9 $551.9 $4.19 HSAI Hesai Group 9.1x 3.9x NM 17.2x 36.9x 19.5x $145.1 $220.2 $1.02 MVIS MicroVision, Inc. NM NM NA NM NM NM ($36.9) $152.4 $2.53 AEVA Aeva Technologies, Inc. 1.0x 0.2x NA 0.7x NM 0.8x $21.4 $152.3 $0.86 INVZ Innoviz Technologies Ltd. 4.7x 1.8x 7.5x 2.8x 18.5x 3.5x $322.6 $466.7 $9.48 OUST Ouster, Inc. NA NM NA NM NM NM ($18.4) $15.2 $1.90 LIDR AEye, Inc. 22.2x 4.7x 7.5x 17.2x 36.9x 19.5x $1,059.4 $654.4 High 9.1x 3.9x 6.1x 9.9x 27.7x 13.9x $274.7 $509.3 75th Percentile 4.7x 1.8x 4.6x 2.8x 18.5x 3.5x $145.1 $220.2 Median 1.2x 0.4x 3.2x 0.7x 10.5x 0.9x $1.5 $152.4 25th Percentile 1.0x 0.2x 1.7x 0.6x 2.6x 0.8x - $36.9 $15.2 Low 108.7% 21% NA - 90% $47.8 NA ($68.5) $223.5 $107.1 $76.2 LAZR Luminar Technologies, Inc. 48.1% 35% 35% 35% $190.7 $131.3 $88.4 $550.0 $371.3 $250.1 HSAI Hesai Group 343.5% 42% 17% 53% $15.9 $1.5 $3.9 $37.5 $8.5 $7.4 MVIS MicroVision, Inc. 193.8% 12% NA - 112% $2.3 NA ($5.9) $20.1 $6.8 $5.3 AEVA Aeva Technologies, Inc. 338.1% 15% NA - 33% $20.4 NA ($9.0) $134.8 $30.8 $26.9 INVZ Innoviz Technologies Ltd. 51.3% 39% 37% 19% $68.3 $42.8 $17.5 $176.5 $116.7 $92.0 OUST Ouster, Inc. 243.8% 0% NA - 790% $0.0 NA ($6.7) $5.5 $1.6 $0.8 LIDR AEye, Inc. 343% 42% 37% 53% $190.7 $131.3 $88.4 $550.0 $371.3 $250.1 High 291% 37% 36% 27% $58.0 $87.0 $10.7 $200.0 $111.9 $84.1 75th Percentile 194% 21% 35% - 33% $20.4 $42.8 ($5.9) $134.8 $30.8 $26.9 Median 80% 13% 26% - 101% $9.1 $22.1 ($7.8) $28.8 $7.6 $6.4 25th Percentile 48% 0% 17% - 790% $0.0 $1.5 ($68.5) $5.5 $1.6 $0.8 Low COMPARABLE COMPANY ANALYSIS $ in millions, except per share data LTM Multiples 2024E Multiples 2025E Multiples FINANCIAL ESTIMATES SUMMARY 2024E - 2025E 2025E 2024E LTM 2025E 2024E LTM 2025E 2024E LTM $ in millions, except per share data Gross Gross Gross Company Ticker Revenue Revenue Revenue Gross Profit Gross Profit Gross Profit Margin Margin Margin Rev. Grow th Stock Market Enterprise
M&A Premiums Paid Analysis - Methodology ▪ Screening criteria: ▪ Deals completed or those announced but have not closed since January 1, 2021 in the United States and Canada ▪ Deals that were 100% cash transactions acquiring greater than 50% of the target company ▪ Transaction equity value ranging from $20 million to $250 million ▪ Includes only technology company transactions ▪ 23 total transactions in analysis 7 Source : S&P Capital IQ as of 6/25/2024 (1) Represents 1 Day, 1 Week, and 1 Month Spot Prices as of 6/25/2024 (2) Represents premium to Cepton closing price in respective time periods for the current $3.17 offer price Premiums Paid – Current (6/25/2024) 1 214.3% 93.5% 91.5% High 57.0% 52.8% 57.1% 75th Percentile 41.0% 42.9% 40.2% Median 20.4% 23.3% 22.5% 25th Percentile (39.8%) (3.4%) (4.3%) Low $2.56 5/25/2024 $2.50 6/18/2024 $2.54 6/25/2024 Cepton Closing Share Price Date 23.8% 26.8% 24.8% $3.17 Corresponding Premium 2 Implied Price Per Share $8.05 $4.84 $4.86 High $4.02 $3.82 $3.99 75th Percentile $3.61 $3.57 $3.56 Median $3.08 $3.08 $3.11 25th Percentile $1.54 $2.42 $2.43 Low Premiums Paid Analysis 1 - Day 1 - Week 1 - Month Share price shown in USDs 1 - Day 1 - Week 1 - Month
Discounted Cash Flow Analysis – Summary & Sensitivity 8 Financials provided by and approved for use by Cepton management (1) Assumes transaction date of 6/25/2024 (2) Assumes 21.0% federal tax rate and 8.8% state tax rate, per Cepton (3) “NOPAT” defined as net operating profit after taxes (4) As provided by and approved for use by Cepton management; Net Working Capital defined as the sum of Accounts Receivable, Inventory and Prepaid Expenses, less Accounts Payable and Accrued Expenses (5) Debt includes convertible preferred stock $ in millions 2028P 2027P 2026P 2025P 2024P 1 $7.6 ($21.0) ($29.4) ($4.7) ($11.7) Operating Profit ($2.3) $0.0 $0.0 $0.0 $0.0 Less: Taxes @ 29.8% 2 $5.3 ($21.0) ($29.4) ($4.7) ($11.7) NOPAT 3 $1.2 $0.7 $0.5 $0.4 $0.3 Plus: D&A $18.0 Plus: Koito Claim ($2.9) ($1.5) ($0.6) ($0.8) $0.0 Less: CapEx ($12.1) ($10.7) $0.8 ($3.5) ($2.1) Less: ∆ Net Working Capital 4 ($8.5) ($32.4) ($28.7) ($8.7) $4.5 Unlevered Free Cash Flow ($40.0) Discount @ 21.4% $134.5 PV of TV Revenue @ 2.0x $94.5 Implied Enterprise Value $54.5 Plus: Cash & Equivalents, Restricted Cash $105.9 Less: Debt 5 $43.0 Implied Equity Value 17.6 Fully Diluted Shares Outstanding $2.44 Equity Value per Share $0.37 Plus: NOL Impact $2.81 Equity Value per Share 3.00x 2.50x 2.00x 1.50x 1.00x 3.00x 2.50x 2.00x 1.50x 1.00x $8.89 $6.58 $4.28 $1.97 - $0.33 16.4% $198.4 $157.7 $117.0 $76.4 $35.7 16.4% $7.68 $5.58 $3.49 $1.40 - $0.70 18.9% C $179.0 $142.0 $105.1 $68.1 $31.2 18.9% $6.62 $4.72 $2.81 $0.90 - $1.00 21.4% A C $161.8 $128.2 $94.5 $60.9 $27.3 21.4% $5.69 $3.95 $2.21 $0.48 - $1.26 23.9% W $146.5 $115.8 $85.2 $54.5 $23.8 23.9% $4.87 $3.28 $1.69 $0.11 - $1.48 26.4% $132.9 $104.9 $76.9 $48.9 $20.8 26.4% Implied Enterprise Value Terminal Revenue Multiple WACC Implied Stock Price Terminal Revenue Multiple
Accumulated Net Operating Losses (“NOL”) Valuation 9 Source : NOL balances provided by Cepton management Federal and state tax rates of 21.0% and 8.8%, respectively, provided by management, Craig - Hallum did not provide any calculation or analysis regarding the valuation or availability of the NOLs nor the annual benefit limitation, to which was 80% of annual EBIT as provided by management EBIT growth estimate of 9% annually from 2029 - 2033, 3% annually 2034 - 2038, and 2% annual 2039 and on; and other income (expense) provided by Cepton management on 2/15/2024 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 9.2 $ 22.5 $ 35.4 $ 48.0 $ 60.3 $ 72.4 $ 84.1 $ 95.1 $ 105.4 $ 113.8 $ 121.6 $ 126.9 $ 105.3 $ 75.1 $ 68.8 $ 50.9 State Beginning Bal. - - - - - - - - - - 9.2 13.2 12.9 12.6 12.3 12.0 11.8 11.0 10.3 8.4 7.8 5.3 - - - - State Offset - - - - - - - - - - - 9.2 22.5 35.4 48.0 60.3 72.4 84.1 95.1 105.4 113.8 121.6 126.9 105.3 75.1 68.8 State Remaining - - - - - - - - - - 0.8 1.2 1.1 1.1 1.1 1.1 1.0 1.0 0.9 0.7 0.7 0.5 - - - - Taxes Shielded - - - - - - - - - - 0.0 0.1 0.1 0.1 0.1 0.1 0.2 0.2 0.2 0.2 0.2 0.2 - - - - PV of Taxes Shielded (WACC @ 21%) State and Federal NOL Valuation In millions 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 $ (11.7) $ (4.7) $ (29.4) $ (21.0) $ 7.6 $ 8.3 $ 9.0 $ 9.8 $ 10.7 $ 11.7 $ 12.0 $ 12.4 $ 12.8 $ 13.2 $ 13.6 $ 13.8 $ 14.1 $ 14.4 $ 14.7 $ 15.0 $ 15.3 $ 15.6 $ 15.9 $ 16.2 $ 16.5 $ 16.9 $ 17.2 EBIT Total other income (expense) EBT Federal Tax (21.0%) State Tax (8.8%) NOL Analysis Federal Beginning Bal. Federal Offset 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 1.5 1.5 (6.2) (1.7) (0.8) (0.6) (1.0) 20.2 19.9 19.5 19.2 18.9 18.6 18.3 18.0 17.7 17.4 17.1 16.8 16.6 16.2 15.8 15.4 15.0 14.7 13.7 12.8 10.5 9.8 6.6 (21.6) (30.2) (6.4) (17.8) 4.2 4.2 4.1 4.0 4.0 3.9 3.8 3.8 3.7 3.7 3.6 3.5 3.5 3.4 3.3 3.2 3.2 3.1 2.9 2.7 2.2 2.1 1.4 - - - - 1.8 1.8 1.7 1.7 1.7 1.6 1.6 1.6 1.6 1.5 1.5 1.5 1.5 1.4 1.4 1.4 1.3 1.3 1.2 1.1 0.9 0.9 0.6 - - - - $ - $ - $ - $ 11.0 $ 26.1 $ 40.9 $ 55.6 $ 69.9 $ 84.1 $ 98.0 $ 111.7 $ 125.1 $ 138.4 $ 151.3 $ 163.9 $ 176.3 $ 188.3 $ 200.1 $ 211.0 $ 221.3 $ 229.7 $ 237.6 $ 166.8 $ 184.7 $ 191.1 $ 221.3 $ 242.8 $242.8 - - - 11.0 15.1 14.9 14.6 14.4 14.1 13.9 13.7 13.5 13.2 12.9 12.6 12.3 12.0 11.8 11.0 10.3 8.4 7.8 - - - - 5.3 Federal NOLs set to Expire - - - - - - - - - - - - - 7.7 - - - - - - - - - - - - - Federal Remaining Taxes Shielded PV of Taxes Shielded (WACC @ 21%) - - - - 11.0 26.1 40.9 55.6 69.9 84.1 98.0 111.7 125.1 138.4 151.3 163.9 176.3 188.3 200.1 211.0 221.3 229.7 237.6 242.8 221.3 191.1 184.7 - - - 2.3 3.2 3.1 3.1 3.0 3.0 2.9 2.9 2.8 2.8 2.7 2.7 2.6 2.5 2.5 2.3 2.2 1.8 1.6 1.1 - - - - $4.76 - - - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 0.1 0.2 0.2 0.2 0.3 0.3 0.4 0.4 0.5 0.5 0.6 0.5 - - - - Federal NOLs utilized State NOLs utilized $242.8 Present value of utilized federal NOLs Present value of utilized state NOLs Total present value of NOLs Total present value of NOLs per share $4.76 $126.9 $1.76 $6.51 $0.37
Private & Confidential Appendix 10
Weighted Average Cost of Capital Calculation 11 Source : Bloomberg and S&P Global Capital IQ of 6/25/2024 (1) Based on median total debt / total capitalization ratio of comparable companies LIDR OUST [***]A [***] [***] [***] [***] 2.13 2.84 2.35 2.40 1.94 1.49 2.68 Observed (Levered Beta) (a) 1.75 2.23 1.90 1.94 1.63 1.33 2.12 Adjusted Beta (b) $0 $45 $0 $0 $0 $71 $625 Total Debt $15 $467 $152 $152 $220 $552 $654 Market Value of Equity $15 $512 $152 $152 $220 $623 $1,279 Total Capitalization - - 9.7% - - - - - - 12.9% 95.5% Total Debt to Equity Ratio - - 8.9% - - - - - - 11.4% 48.9% Total Debt / Total Capitalization 100.0% 91.1% 100.0% 100.0% 100.0% 88.6% 51.1% Equity / Total Capitalization 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% Assumed Tax Rate 1.75 2.07 1.90 1.94 1.63 1.20 1.21 Unlevered Beta (c) WACC CALCULATION ($ in millions) Comparable Public Companies [***] [***] [***] [***] [***] [***]. [***] Cost of Equity - Capital Asset Pricing Model Risk Free Rate (20 - Year Treasury) (d) Market Risk Premium (e) Size Premium (f) Median Debt / Equity Ratio Median Unlevered Beta Levered Beta ASSUMPTIONS 4.1% 5.5% 7.6% 0.0% 1.75 1.75 Estimated Cost of Equity (g) 21.4% Cost of Debt Cost of Debt (h) 5.8% After - Tax Cost of Debt 4.6% 100.0% Equity / Total Capitalization Ratio 0.0% Total Debt / Total Capitalization Ratio 1 21.4% Weighted Average Cost of Capital (i) a) Observed beta (two year weekly per Bloomberg) b) Adjusted beta equals [(levered beta) * (2/3)] + [1/3] c) Unlevered beta equals adjusted levered beta divided by the quantity [1 + (the debt/equity ratio) * (1 – the tax rate)] d) 10 - year U.S. Treasury Note per Wall Street Journal e) Kroll Capital "Cost of Capital Module" as of 12/31/2023 f) Kroll Capital "Cost of Capital Module" (defined as companies with market capitalization between $1.6 million and $97.4 million), 10B CRSP 10th Decile Brekadown g) Capital Asset Pricing Model; [the risk - free rate of return] + [(the equity risk premium) * (levered beta)] + [the size premium] h) Based on estimated cost of debt (defined as Moody's Seasoned Baa Corporate Bond Yield) as of June 2024 i) WACC equals [(the cost of equity) * (the equity/capital ratio)] + [(the cost of debt) * (the debt/total capital ratio) * (1 – the tax rate)]
- 80.0% - 60.0% - 40.0% - 20.0% 20.0% 0.0% 40.0% 60.0% 80.0% 100.0% 120.0% 12/19/2023 12/26/2023 1/2/2024 1/9/2024 1/16/2024 1/23/2024 1/30/2024 2/6/2024 2/13/2024 2/20/2024 2/27/2024 3/5/2024 3/12/2024 3/19/2024 3/26/2024 4/2/2024 4/9/2024 4/16/2024 4/23/2024 4/30/2024 5/7/2024 5/14/2024 5/21/2024 5/28/2024 6/4/2024 6/11/2024 6/18/2024 6/25/2024 MVIS AEVA INVZ LAZR LIDR OUST HSAI CPTN Summary Stock Comparison 12 AEVA: (32.7%) CPTN: (15.9%) HSAI: (52.8%) LAZR: (60.8%) INVZ: (67.5%) MVIS: (63.3%) OUST: 37.4% LIDR: (10.0%) December 21 st , 2023: Koito 13D/A filed January 3 rd , 2024: AEVA announces OEM win February 13th, 2024: Special Committee discussion regarding Offer Price Change Since 12/19/2023 Change Since 2/13/2024 AEVA: (46.3%) CPTN: (3.8%) HSAI: 4.2% LAZR: (47.0%) INVZ: (45.6%) MVIS: (57.5%) OUST: 79.2% LIDR: 46.2% Median: (24.7%) Median: (42.8%) Source : S&P Capital IQ as of market close on 6/25/2024 March 21st, 2024: 8 - K announcing series production award for top global trucking OEM
Exhibit (C)(5)
Private & Confidential Presentation to the Special Committee of the Board of Directors July 28, 2024
Understandings These materials and the information set forth herein were prepared by Craig - Hallum Capital Group LLC (“we” or “Craig - Hallum”) for the benefit and use of the Special Committee of the Board of Directors of Cepton, Inc . (“Cepton” or the “Company”) in connection with its consideration of the proposed transaction between Cepton and KOITO MANUFACTURING CO . , LTD . (the “Parent”) . These materials and the information contained herein are confidential, are for discussion purposes only, may not be relied upon by any person or entity for any purpose, except as provided by the terms of the letter governing the terms of our engagement, and may not be disclosed publicly except to the extent required by applicable law with our prior written consent . The materials were not prepared with a view to public disclosure or to conform with any disclosure standards under any securities laws or other laws, rules or regulations, and Craig - Hallum takes no responsibility for the use of the materials by persons other than the Special Committee of Cepton . The materials and information set forth herein are addressed solely to Cepton’s Special Committee for the purposes of rendering Craig - Hallum’s opinion at the meeting of Cepton’s Special Committee on July 28 , 2024 . We have in the past provided investment banking and financial advisory services to the Company and have received fees for the rendering of such services . These services include acting as a capital markets advisor to Growth Capital Acquisition Corporation (“GCAC”) in relation to, or in connection with, the business combination between GCAC and Cepton which had closed in February 2022 , for which we received customary compensation . The information set forth herein has been prepared by Craig - Hallum based upon information supplied by management of Cepton and publicly available information, and portions of the information set forth herein or relied upon may be based upon certain statements, estimates, projections, and forecasts provided by management of Cepton with respect to the anticipated future performance of Cepton, including but not limited to financial projections and estimates of net operating loss benefits and forecasts of future utilization of the same . We have relied upon and assumed the accuracy and completeness and have not independently verified such information . With respect to any such estimated or forecasted information relied upon or used in our analyses, we have relied upon the assurances of Cepton that such information has been prepared on a reasonable basis in accordance with industry practice and reflects the best currently available estimates and judgments of management as to such future performance or utilization, and we assume no responsibility for and express no view as to any such estimates or forecasts or the assumptions on which they are based . We have not conducted any independent valuation or appraisal of any of the assets or liabilities of Cepton or concerning the solvency or appraised or fair value of Cepton, and we have not been furnished with any such valuation or appraisal . The information set forth herein is based upon economic, market, and other conditions as they exist on, and the information made available to us as of, the date hereof unless indicated otherwise . Although subsequent developments may affect the materials, Craig - Hallum is under no obligation to update, revise or reaffirm the materials . The materials do not address the underlying business decision of the Special Committee of Cepton or any other party to proceed with the proposed transaction, or the relative merits of the transaction as compared to any alternative transactions that might exist for Cepton . The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Special Committee of Cepton, any Unaffiliated Stockholder of Cepton or any other person as to how to act or vote with respect to any matter relating to the transaction or whether to buy or sell any assets or securities of any company . The only opinion, if any, of Craig - Hallum is the opinion that is actually delivered to the Special Committee of Cepton in writing . The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to financial, comparative and other analytic methods and the adaptation and application of these methods to the unique facts and circumstances presented and are not readily susceptible to partial analysis or summary description . Craig - Hallum did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor . The analyses contained in the materials must be considered as a whole and selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view . The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the proposed transaction . Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable . In addition, any analyses relating to the value of assets, businesses or securities are not appraisals and may not reflect the prices at which any assets, businesses or securities may actually be sold . Capitalized terms used but not otherwise defined in this presentation have the meanings ascribed to them in the Agreement and Plan of Merger dated July 29 , 2024 provided to Craig - Hallum on July 26 , 2024 by and among Parent, Cepton, and Merger Sub (the “Merger Agreement”) . 2
Table of Contents I. Introduction and Overview of the Proposed Transaction 4 II. Scope of Analysis and Company Financial Overview 8 III. Valuation Analysis 21 Appendices A. Selected Public Company Descriptions B. Weighted Average Cost of Capital 21 24 3
Private & Confidential I. Introduction and Overview of the Proposed Transaction
Engagement ▪ Craig - Hallum was retained by Cepton to provide an opinion to the Special Committee of the Board of Directors of the Company as to the fairness to the Company’s stockholders other than Parent, Merger Sub or any of their respective Affiliates or the Rolling Stockholders (such other stockholders, the “Unaffiliated Stockholders”), from a financial point of view, of the Proposed Transaction, as defined below. In performing its analysis, Craig - Hallum reviewed the Merger Agreement, dated July 29, 2024 provided to Craig - Hallum on July 26, 2024. ▪ Craig - Hallum has been advised that Cepton, Inc., a Delaware corporation (the “Company” or “Cepton”), KOITO MANUFACTURING CO . , LTD . , a corporation organized under the laws of Japan (the “Parent”) and Project Camaro Merger Sub, Inc . , a Delaware corporation and an indirectly wholly owned subsidiary of Parent (the “Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Parent, and Merger Sub, the agreed form of which Craig - Hallum has reviewed is dated July 29 , 2024 . ▪ The per share price offered to Unaffiliated Stockholders (the “Offer Price”) and the Merger are referred to together as the “Proposed Transaction” the terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement. ▪ This opinion addresses solely the fairness, from a financial point of view, to the Unaffiliated Stockholders of the Company of the proposed per share Offer Price communicated to Craig - Hallum and that Craig - Hallum has been advised will be set forth in the final Merger Agreement and does not address any other terms or agreement relating to the Proposed Transaction or any other terms of the Merger Agreement. ▪ Craig - Hallum was not requested to opine as to, and this opinion does not address, the basic business decision to proceed with or effect the Proposed Transaction, the merits of the Proposed Transaction relative to any alternative transaction or business strategy that may be available to the Company, or any other terms contemplated by the Merger Agreement. ▪ This opinion relates solely to the per share Offer Price payable to the Unaffiliated Stockholders of the Company, Craig - Hallum did not analyze any class of securities separately, and Craig - Hallum does not express any opinion regarding the consideration allocated or paid to any specific class of securities or to any individual stockholders. ▪ Furthermore, Craig - Hallum expresses no opinion with respect to the amount or nature of compensation to any officer, director, or employee of any party to the Proposed Transaction, or any class of such persons, relative to the compensation to be received by holders of the Company common stock in the Proposed Transaction or with respect to the fairness of any such compensation. 5 Source: Merger Agreement and Cepton management
Overview of the Companies 6 Cepton, Inc. (“Cepton”) KOITO MANUFACTURING CO., LTD. (“Koito”) ▪ Cepton, Inc., is focused on the deployment of high performance, mass - market lidar solutions to deliver safety and autonomy across the automotive and smart infrastructure markets. Cepton’s technology design approach has been to achieve a highly competitive performance to price ratio, and in result of doing so, has developed a 905nm wavelength laser with direct time of flight detection and micro motion imaging technology that allows for both long - range and short - range lidar solutions. Cepton’s solutions allow customers to enable safety and autonomy applications across a broad range of end - markets, including its primary end market, advanced driver assistance systems (“ADAS”) in consumer and commercial vehicles. ▪ Headquarters: San Jose, California ▪ 2024E Revenue: $28.2 million 1 ▪ 2025E Revenue: $41.2 million 1 ▪ KOITO MANUFACTURING CO., LTD., is a leading automotive lighting equipment provider. Koito provides automotive lighting products and accessories, including LED, discharge, and halogen headlamps, as well as fog lamps; and signaling lamps/other lighting products comprising LED rear combination, side turn signal, and high - mounted stop lamps. Within its growth strategy, Koito is promoting the combined development of its lighting technologies with advanced lidar technologies. ▪ Headquarters: Tokyo, Japan ▪ Market Cap: $4.5 billion 2 ▪ LTM Revenue: $6.0 billion 2 ▪ LTM Net Income: $259.8 million 2 Source: (1) Estimates provided by Cepton management (2) S&P Capital IQ as of 7/19/2024, LTM data as of 3/31/2024; metrics translated into USD at an exchange rate of 0.006354451 USD/JPY per S&P Capital IQ
Proposed Transaction Summary – Consideration ▪ As a part of the Proposed Transaction, Parent will pay $3.17 per share in cash to Unaffiliated Stockholders 7 Consideration Multiples Source: Merger Agreement & Cepton financials provided by and approved for use by Cepton management (1) Latest capitalization table provided by the Company management, calculated using the treasury stock method based on the per share merger consideration, including both Koito shares and Rolling Stockholder shares (2) Current cash as of 6/30/2023 provided by Cepton management on 7/25/2024 (3) Current liquidation value of convertible preferred stock outstanding as of 6/30/2023 provided by Cepton management on 7/9/2024 Estimates CPTN Management Revenue $3.17 Offer Price per Share $28.2 2024E Revenue 17.7 Shares Outstanding 1 $41.2 2025E Revenue $56.0 Cepton Implied Equity Value $ in millio ns, expect per share figures Less: Cash and Equivalents, Restricted Cash 2 $57.3 $12.3 2024E Gross Profit $106.3 Plus: Debt 3 $17.4 2025E Gross Profit $105.0 Cepton Implied Enterprise Value Implied Enterprise Value / 2024E Revenue Implied Enterprise Value / 2025E Revenue 3.7x 2.5x Implied Enterprise Value / 2024E Gross Profit Implied Enterprise Value / 2025E Gross Profit 8.5x 6.0x Summary of Financial Terms of Proposed Transaction Implied Transaction Multiples Cepton Financial Metrics CPTN Management Gross Profit Estimates
Private & Confidential II. Scope of Analysis and Company Financial Overview
Scope of Analysis ▪ Craig - Hallum has made such reviews, analyses, and inquiries as it has deemed necessary or appropriate under the circumstances and has also considered general economic, market, and financial conditions in its assessment ▪ Craig - Hallum’s procedures, investigations, and financial analyses with respect to the preparation of its analyses included, but were not limited to, the items summarized below: 1. Reviewed the following documents: ▪ The Company’s audited annual financial statements for the years ended December 31 , 2021 , 2022 , and 2023 ; the Company’s unaudited interim financial statements for the three months ended March 31 , 2024 ; and the Company’s preliminary unaudited interim financial statements for the three months ended June 30 , 2024 ▪ A detailed financial projection model for the years ending December 31 , 2024 through 2028 , provided to Craig - Hallum by management of the Company on July 23 , 2024 ▪ Other internal documents, including the data room documents prepared by the Company and its advisors, relating to the history, past and current operations, financial conditions, and expected outlook of the Company, provided to Craig - Hallum by management of the Company and its advisors ▪ Documents related to the Proposed Transaction, including the Merger Agreement ▪ Estimates, projections and documents regarding Net Operating Loss carryforwards; ▪ Various press releases, internal presentation and marketing materials prepared by the management of the Company, industry and market reports, research reports and white papers 2. Discussed the information above with members of the management of the Company and had discussions concerning the information referred to above and the background and other elements of the Proposed Transaction, the financial condition, current operating results, and business outlook for the Company ; 3. Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including an analysis of comparable public companies that Craig - Hallum deemed relevant, a review of publicly available information for selected M&A transactions to determine the premiums (or discounts) paid over recent trading prices prior to announcement of the transaction, and a discounted cash flow analysis ; and 4. Conducted such other analysis and considered such other factors as Craig - Hallum deemed necessary or appropriate 9
Company Summary Financial Performance 10 (1) 2021, 2022, 2023 year end financials from annual SEC filings (2) 2024 - 2028 estimates approved and provided by Cepton management Actual (1) Projected (2) ($ in 000s) 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E LiDAR Revenue Development Revenue $2,919 $1,583 $5,616 $1,810 $10,270 $2,786 $6,759 $21,400 $11,846 $29,360 $26,341 $6,000 $71,343 $3,000 $155,234 $6,000 Total Revenue $4,502 $7,426 $13,056 $28,159 $41,206 $32,341 $74,343 $161,234 Total COGS $4,394 $7,232 $9,506 $15,858 $23,765 $22,879 $51,235 $110,845 Total Gross Profit % Margin $108 2.4% $194 2.6% $3,550 27.2% $12,301 43.7% $17,442 42.3% $9,462 29.3% $23,108 31.1% $50,389 31.3% Total Operating Expenses $38,444 $61,642 $54,253 $29,211 $27,266 $42,103 $48,687 $48,385 Operating Income ($38,336) ($61,448) ($50,703) ($16,910) ($9,824) ($32,642) ($25,579) $2,004
Company Summary Balance Sheet 11 (1) 2021, 2022, 2023 year end financials from annual SEC filings (2) 2024 - 2028 estimates approved and provided by Cepton management Actual (1) Projected (2) ($ in 000s) 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E Cash & short - term investments Accounts receivable, net Inventories, net Prepaid expense and other current assets $6,490 $500 $2,523 $6,998 $35,656 $1,301 $2,985 $6,151 $56,375 $3,625 $2,396 $1,253 $48,599 $4,224 $1,516 $1,357 $40,944 $6,181 $2,695 $1,357 $12,405 $3,234 $4,953 $1,434 $29,883 $7,434 $12,411 $1,507 $23,494 $12,093 $21,547 $1,605 Total Current Assets Property and equipment, net Right - of - use assets Other long - term assets $16,511 $480 $0 $293 $46,093 $982 $121 $3,120 $63,649 $1,450 $0 $11,350 $55,696 $1,160 $10,038 $1,312 $51,177 $1,612 $10,038 $1,312 $22,027 $1,739 $10,038 $1,312 $51,235 $2,493 $10,038 $1,312 $58,738 $4,224 $10,038 $1,312 Total Assets Accounts payable Operating lease liabilities Accrued expenses Short - term debt $17,284 $2,547 $0 $2,777 $0 $50,316 $1,979 $211 $2,265 $42,587 $76,449 $1,128 $1,875 $4,066 $0 $68,206 $1,186 $1,875 $1,724 $0 $64,139 $710 $1,875 $1,828 $0 $35,116 $684 $1,875 $2,069 $0 $65,079 $1,534 $1,875 $2,247 $0 $74,312 $3,322 $1,875 $2,236 $0 Total Current Liabilities Warrant liabilities Earnout liabilities Other long - term liabilities $5,324 $0 $0 $23 $47,042 $440 $920 $281 $7,069 $43 $93 $8,720 $4,785 $43 $93 $8,514 $4,413 $43 $0 $8,224 $4,629 $43 $0 $7,938 $5,657 $0 $0 $7,613 $7,433 $0 $0 $7,921 Total Liabilities $5,347 $48,683 $15,925 $13,435 $12,680 $12,610 $13,270 $15,354 Commitments & Contingencies and Stockholders Equity $11,937 $1,633 $60,524 $54,771 $51,459 $22,506 $51,808 $58,958 Total Liabilities, Commitments & Stockholders Equity $74,312 $65,079 $35,116 $64,139 $68,206 $76,449 $50,316 Contingencies, and $17,284
Private & Confidential III. Valuation Analysis
Summary Valuation Observations 13 I MPLIED C EPTON V ALUATION R ANGES Source: S&P Capital IQ, Bloomberg, and SEC filings as of 7/26/2024 Target metrics based on the Company financials provided by and approved for use by Cepton management Implied enterprise value and implied share prices are based on 17.7 million fully diluted shares outstanding, $106.3 million of debt, and $57.3 million of cash and equivalents and restricted cash “NM” (Not Meaningful) datapoints reflect negative implied share prices Implied Enterprise Value ($ millions) 25th 75th Low Percentile Median Percentile High $555.0 $227.1 $156.5 $449.6 $49.0 $134.0 $275.5 $32.8 $97.5 $169.1 $59.0 $91.5 $124.0 $54.0 $161.1 $233.6 $19.1 $6.3 $26.5 $17.6 $91.8 $104.5 $113.2 $119.4 $161.5 $93.2 $105.4 $115.2 $122.6 $173.8 $91.5 $102.6 $111.8 $123.4 $189.0 $209.9 $58.4 $100.7 $150.7 $22.8 Implied Share Price High 75th Percentile Median 25th Percentile Low $28.63 $12.81 $4.81 NM NM $10.08 $6.80 $2.75 NM NM $6.08 $4.24 $2.40 $0.57 NM $22.67 $10.44 $6.34 $0.28 NM $6.37 $7.06 $7.92 $3.98 $4.16 $4.21 $3.63 $3.74 $3.55 $3.14 $3.19 $3.03 $2.42 $2.50 $2.40 $9.39 $5.97 $3.10 $0.68 NM Comparable Public Companies Target Metric Million (USD) 25th 75th Low Percentile Median Percentile High 2024E Revenue 2025E Revenue 2024E Gross Profit 2025E Gross Profit $28.2 $41.2 $12.3 $17.4 0.7 x 0.2 x 2.2 x 1.0 x 1.7 x 0.8 x 4.8 x 3.1 x 4.8 x 2.4 x 7.4 x 9.2 x 9.8 x 4.1 x 10.1 x 13.4 x 19.7 x 5.5 x 12.7 x 25.8 x Premiums Paid Premiums Paid 1 - Day Premiums Paid 1 - Week Premiums Paid 1 - Month $2.53 $2.59 $2.52 - 4.3% - 3.4% - 4.6% 24.0% 43.6% 57.4% 151.6% 23.2% 44.5% 60.8% 172.6% 20.2% 41.0% 67.0% 214.3% Discounted Cash Flow Terminal Revenue EV/ Multiples
Summary Valuation Observations – Enterprise Value ▪ The green bars represent the 25th to 75th percentile for each of the respective valuation methodologies C OMPARABLE P UBLIC C OMPANIES P REMIUMS P AID 14 Revenue 2024E 2025E Gross Profit 2024E 2025E DCF Rev. 1 - Day 1 - Month 1 - Week Source: S&P Capital IQ, Bloomberg, and SEC filings as of 7/26/2024 Target metrics based on the Company financials provided by and approved for use by Cepton management Implied enterprise value and implied share prices are based on 17.7 million fully diluted shares outstanding, $106.3 million of debt, and $57.3 million of cash and equivalents and restricted cash $19.1 $6.3 $26.5 $17.6 $91.8 $93.2 $91.5 $22.8 $227.1 $156.5 $449.6 $161.5 $173.8 $189.0 $209.9 $600 $555.0 $500 $0 $100 $200 $300 $400 Implied Enterprise Value Corresponding to $3.17 Koito Offer Price
Comparable Public Company Analysis and Methodology Overview ▪ The Comparable Public Company Analysis reviews securities of publicly - traded companies deemed to be comparable to the Company, share pricing in the public market incorporates a wide range of factors including general economic conditions, interest rates, inflation and investor perceptions Selection Process Our search focused on public companies with the following characteristics: ▪ LiDAR technology companies ▪ Similar product and service offering to the Company ▪ Companies listed on Major US Exchanges ▪ Companies with similar attributes to the Company’s business The search yielded the following results: 15 – Aeva Technologies, Inc. – Aeye, Inc. – Hesai Group – Innoviz Technologies Ltd – Luminar Technologies, Inc. – Microvision, Inc. – Ouster, Inc. LiDAR Companies
Selected Comparable Public Companies Analysis 16 Source : SEC filings, financial estimates and stock price based on S&P Capital IQ, enterprise values based on TSM diluted shares outstanding, as of 7/26/2024 “NM” (Not Meaningful) datapoints reflect negative multiples, any revenue multiples >25x, and any gross profit multiples >50x “NA” (Not Applicable) datapoints reflect multiples in which consensus estimates are not available 25.8x 5.5x 12.7x 19.7x $1,223.4 $825.4 High 13.4x 4.1x 10.1x 9.8x $412.7 $647.2 75th Percentile 9.2x 2.4x 7.4x 4.8x $166.7 $241.8 Median 3.1x 0.8x 4.8x 1.7x $26.7 $186.8 25th Percentile 1.0x 0.2x 2.2x 0.7x - $20.7 $12.6 Low 2024E - 2025E 2025E 2024E 2025E 2024E 2025E 2024E $ in millions, except per share data Rev. Grow th Gross Margin Gross Margin Gross Profit Gross Profit Revenue Revenue Ticker Company 107.3% 21% NA $47.5 NA $222.0 $107.1 LAZR Luminar Technologies, Inc. 51.3% 39% 37% $68.3 $42.8 $176.5 $116.7 OUST Ouster, Inc. 49.6% 35% 35% $191.0 $130.2 $551.1 $368.3 HSAI Hesai Group 343.5% 42% 17% $15.9 $1.5 $37.5 $8.5 MVIS MicroVision, Inc. 193.8% 12% NA $2.3 NA $20.1 $6.8 AEVA Aeva Technologies, Inc. 342.8% 15% NA $20.0 NA $131.8 $29.8 INVZ Innoviz Technologies Ltd. 243.8% 0% NA $0.0 NA $5.5 $1.6 LIDR AEye, Inc. 343% 42% 37% $191.0 $130.2 $551.1 $368.3 High 293% 37% 36% $57.9 $86.5 $199.2 $111.9 75th Percentile 194% 21% 35% $20.0 $42.8 $131.8 $29.8 Median 79% 13% 26% $9.1 $22.1 $28.8 $7.6 25th Percentile 50% 0% 17% $0.0 $1.5 $5.5 $1.6 Low $ in millions, except per share data 2024E Multiples 2025E Multiples Gross Profit Revenue Gross Profit Revenue Value Cap Price Ticker Company 25.8x 5.5x NA 11.4x $1,223.4 $825.4 $1.69 LAZR Luminar Technologies, Inc. 8.0x 3.1x 12.7x 4.7x $544.2 $688.3 $13.96 OUST Ouster, Inc. 1.5x 0.5x 2.2x 0.8x $281.1 $606.2 $4.58 HSAI Hesai Group 10.5x 4.4x NM 19.7x $166.7 $241.8 $1.12 MVIS MicroVision, Inc. 14.4x 1.7x NA 4.9x $33.2 $222.5 $3.66 AEVA Aeva Technologies, Inc. 1.0x 0.2x NA 0.7x $20.2 $151.1 $0.85 INVZ Innoviz Technologies Ltd. NA NM NA NM ($20.7) $12.6 $1.51 LIDR AEye, Inc. FINANCIAL ESTIMATES SUMMARY Stock COMPARABLE COMPANY ANALYSIS Market Enterprise
M&A Premiums Paid Analysis - Methodology ▪ Screening criteria: ▪ Deals completed or those announced but have not closed since January 1, 2021 in the United States and Canada ▪ Deals that were 100% cash transactions acquiring greater than 50% of the target company ▪ Transaction value ranging from $20 million to $250 million ▪ Includes only technology company transactions ▪ 30 total transactions in analysis 17 Source : S&P Capital IQ as of 7/26/2024 (1) Represents premium to Cepton closing price in respective time periods for the current $3.17 offer price (2) Represents 1 Day, 1 Week, and 1 Month Spot Premium prior to Current Stock Price as of 7/26/2024 Premiums Paid – Current (7/26/2024) 1 214.3% 172.6% 151.6% High 67.0% 60.8% 57.4% 75th Percentile 41.0% 44.5% 43.6% Median 20.2% 23.2% 24.0% 25th Percentile (4.6%) (3.4%) (4.3%) Low $2.52 6/26/2024 $2.59 7/19/2024 $2.53 7/26/2024 Cepton Closing Share Price Date 25.8% 22.4% 25.3% $3.17 Corresponding Premium 2 Implied Price Per Share $7.92 $7.06 $6.37 High $4.21 $4.16 $3.98 75th Percentile $3.55 $3.74 $3.63 Median $3.03 $3.19 $3.14 25th Percentile $2.40 $2.50 $2.42 Low Premiums Paid Analysis 1 - Day 1 - Week 1 - Month Share price shown in USDs 1 - Day 1 - Week 1 - Month
DCF Analysis – Methodology and Key Assumptions ▪ Discounted Cash Flow Methodology: ▪ Craig - Hallum performed a discounted cash flow (“DCF”) analysis of the projected unlevered free cash flows ▪ The DCF method is predicated on the concept that the value of a business is equal to the present value of the unlevered free cash flow earned during the forecast period plus the value at the end of that period, referred to as the terminal value ▪ Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders (net operating profit after tax plus stock - based compensation, plus expected net proceeds from Koito claim reimbursement, plus depreciation & amortization, less capital expenditures, less increase in net working capital) ▪ The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles ▪ Craig - Hallum notes that the Company has approximately $ 51 million of net operating losses under state tax law and $ 167 million of net operating losses under federal tax law for the year ended December 31 , 2023 1 . We have assumed without further analysis that the NOLs will be fully available to offset future profits ▪ Craig - Hallum notes that the Company estimates its reimbursement claim to Koito for the General Motors project will result in approximately $ 20 million of gross proceeds to the Company and estimates related payments by the Company to its suppliers of approximately $ 2 . 2 million, both expected to occur in 2024 2 . As a result, we have assumed the Company receives net proceeds of approximately $ 17 . 8 million in 2024 ▪ Discounted Cash Flow Key Assumptions: ▪ At the request of the Company, Craig - Hallum utilized and relied upon projections provided by Company management on July 23 , 2024 for the fiscal years ending 2024 - 2028 . Craig - Hallum also discussed the projections with the Company management, reviewed the Company’s historical performance, and reviewed other factors to develop the DCF analysis . Projections assume an equity financing in 2027 E of $ 50 million in net proceeds ▪ Beyond the projection period, Craig - Hallum estimated the “terminal value” using a range of multiples for revenue ( 1 . 0 x to 3 . 0 x) ▪ Craig - Hallum discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 15 . 4 % to 25 . 4 % , derived from the weighted average cost of capital of Cepton (see page 25 for additional detail) ▪ At the Company’s request, Craig - Hallum assumed a transaction date of July 28, 2024 for the purposes of our DCF analysis 18 Source : (1) Management approved estimates for the year ended December, 31 2023 provided to Craig - Hallum on 2/15/2024 (2) Management approved payments and expenses of the Koito claim provided to Craig - Hallum on 7/23/2024
Discounted Cash Flow Analysis – Summary & Sensitivity 19 Financials provided by and approved for use by Cepton management (1) Assumes transaction date of 7/28/2024 (2) Assumes 21.0% federal tax rate and 8.8% state tax rate, per Cepton (3) “NOPAT” defined as net operating profit after taxes (4) As provided by and approved for use by Cepton management; Net Working Capital defined as the sum of Accounts Receivable, Inventory and Prepaid Expenses, less Accounts Payable and Accrued Expenses (5) Debt includes liquidation value of convertible preferred stock $ in millions 2028P 2027P 2026P 2025P 2024P 1 $2.0 ($25.6) ($32.6) ($9.8) ($16.9) Operating Profit ($0.6) $0.0 $0.0 $0.0 $0.0 Less: Taxes @ 29.8% 2 $1.4 ($25.6) ($32.6) ($9.8) ($16.9) NOPAT 3 $1.2 $0.7 $0.5 $0.4 $0.3 Plus: D&A $5.6 $4.6 $3.3 $5.1 $5.2 Plus: Stock - Based Compensation - - - - $17.8 Plus: Koito Claim ($2.9) ($1.5) ($0.6) ($0.8) $0.0 Less: CapEx ($12.1) ($10.7) $0.8 ($3.5) ($2.1) Less: ∆ Net Working Capital 4 ($6.8) ($32.4) ($28.7) ($8.7) $4.3 Unlevered Free Cash Flow ($41.1) Discount @ 20.4% $141.8 PV of TV Revenue @ 2.0x $100.7 Implied Enterprise Value $57.3 Plus: Cash & Equivalents, Restricted Cash $106.3 Less: Debt 5 $51.7 Implied Equity Value 17.7 Fully Diluted Shares Outstanding $2.92 Equity Value per Share $0.18 Plus: NOL Impact $3.10 Equity Value per Share 3.00x 2.50x 2.00x 1.50x 1.00x 3.00x 2.50x 2.00x 1.50x 1.00x $9.39 $6.97 $4.55 $2.13 - $0.29 15.4% $209.9 $167.1 $124.3 $81.6 $38.8 15.4% $8.17 $5.97 $3.77 $1.57 - $0.63 17.9% C $189.6 $150.7 $111.8 $72.9 $34.0 17.9% $7.11 $5.10 $3.10 $1.09 - $0.91 20.4% A C $171.6 $136.1 $100.7 $65.2 $29.8 20.4% $6.17 $4.34 $2.51 $0.68 - $1.15 22.9% W $155.5 $123.2 $90.8 $58.4 $26.1 22.9% $5.34 $3.66 $1.99 $0.31 - $1.36 25.4% $141.2 $111.6 $82.0 $52.4 $22.8 25.4% Implied Enterprise Value Terminal Revenue Multiple WACC Implied Stock Price Terminal Revenue Multiple
Accumulated Net Operating Losses (“NOL”) Valuation 20 Source : NOL balances provided by Cepton management Federal and state tax rates of 21.0% and 8.8%, respectively, provided by management, Craig - Hallum did not provide any calculation or analysis regarding the valuation or availability of the NOLs nor the annual benefit limitation, to which was 80% of annual EBIT as provided by management EBIT growth estimate of 9% annually from 2029 - 2033, 3% annually 2034 - 2038, and 2% annual 2039 and on; and other income (expense) provided by Cepton management on 2/15/2024 and assumes a transaction date of 7/28/2024 Federal NOLs utilized State NOLs utilized $240.0 Present value of utilized federal NOLs Present value of utilized state NOLs Total present value of NOLs Total present value of NOLs per share $2.21 $126.6 $0.92 $3.13 $0.18 In millions EBIT 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 $ (16.9) $ (9.8) $ (32.6) $ (25.6) $ 2.0 $ 2.2 $ 2.4 $ 2.6 $ 2.8 $ 3.1 $ 3.2 $ 3.3 $ 3.4 $ 3.5 $ 3.6 $ 3.6 $ 3.7 6.2 1.7 0.8 0.6 1.0 1.5 1.5 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 (10.7) (8.1) (31.8) (25.0) 3.0 3.7 3.9 5.6 5.8 6.1 6.2 6.3 6.4 6.5 6.6 6.6 6.7 - - - - 0.6 0.8 0.8 1.2 1.2 1.3 1.3 1.3 1.3 1.4 1.4 1.4 1.4 - - - - 0.3 0.3 0.3 0.5 0.5 0.5 0.5 0.6 0.6 0.6 0.6 0.6 0.6 Total other income (expense) EBT Federal Tax (21.0%) State Tax (8.8%) NOL Analysis Federal Beginning Bal. Federal Offset Federal NOLs set to Expire Federal Remaining Taxes Shielded PV of Taxes Shielded (WACC @ 21%) $ 166.8 $ 177.6 $ 185.7 $ 217.6 $ 242.5 $ 240.1 $ 237.2 $ 234.1 $ 229.6 $ 224.9 $ 220.1 $ 215.1 $ 210.1 $ 205.0 $ 197.3 $ 192.1 $ 186.8 - - - - 2.4 2.9 3.1 4.5 4.7 4.9 4.9 5.0 5.1 5.2 5.3 5.3 5.4 - - - - - - - - - - - - - 7.7 - - - 177.6 185.7 217.6 242.5 240.1 237.2 234.1 229.6 224.9 220.1 215.1 210.1 205.0 197.3 192.1 186.8 181.4 - - - - 0.5 0.6 0.7 0.9 1.0 1.0 1.0 1.1 1.1 1.1 1.1 1.1 1.1 - - - - 0.2 0.2 0.2 0.2 0.2 0.2 0.1 0.1 0.1 0.1 0.1 0.1 0.1 State Beginning Bal. State Offset State Remaining Taxes Shielded PV of Taxes Shielded (WACC @ 21%) $ 50.9 $ 61.7 $ 69.8 $ 101.7 $ 126.6 $ 124.2 $ 121.3 $ 118.2 $ 113.7 $ 109.0 $ 104.2 $ 99.2 $ 94.2 $ 89.1 $ 83.9 $ 78.7 $ 73.3 - - - - 2.4 2.9 3.1 4.5 4.7 4.9 4.9 5.0 5.1 5.2 5.3 5.3 5.4 61.7 69.8 101.7 126.6 124.2 121.3 118.2 113.7 109.0 104.2 99.2 94.2 89.1 83.9 78.7 73.3 68.0 - - - - 0.2 0.3 0.3 0.4 0.4 0.4 0.4 0.4 0.5 0.5 0.5 0.5 0.5 - - - - 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.0 0.0 9.6 9.5 9.3 9.2 9.1 2.0 2.0 2.0 1.9 1.9 0.8 0.8 0.8 0.8 0.8 $126.6 - - - - - - - - - - - - - - - - - - - - $0.92 2065 2066 2067 2068 2069 $ 6.1 $ 6.2 $ 6.3 $ 6.5 $ 6.6 3.0 3.0 3.0 3.0 3.0 9.3 $ 1.8 7.6 1.8 $240.0 - - 1.8 - 1.6 0.4 $ 31.5 $ 24.2 $ 16.8 $ 7.3 7.4 7.5 - - - 24.2 16.8 9.3 1.5 1.5 1.6 0.0 0.0 0.0 0.0 0.0 2.2 $ - $ - $ - $ - $ -
Private & Confidential Appendix A: Selected Public Company Descriptions
Comparable Public Companies – Descriptions 22 Company Business Description Aeva Technologies, Inc . designs 4 D LiDAR - on - chips in the United States, Thailand, Europe, the Middle East, and Asia . The company develops its products using frequency modulated continuous wave sensing technology . It offers 4 D LiDAR sensing system with embedded software for automotive, industrial, and security applications ; and a silicon photonics engine and software algorithms for industrial automation and consumer device applications . The company was founded in 2017 and is based in Mountain View, California . AEye, Inc . , together with its subsidiaries, provides lidar systems for vehicle autonomy, advanced driver - assistance systems, and robotic vision applications in the United States, Germany, Europe, and Asia . It offers 4 Sight A, a software - configurable lidar solution for automotive markets, including 4 Sight at Design, Triggered 4 Sight, or Responsive 4 Sight software levels ; and 4 Sight M, a software - configurable lidar solution for the mobility and industrial markets, including 4 Sight at Design, Triggered 4 Sight, Responsive 4 Sight, and Predictive 4 Sight software levels . The company was formerly known as US LADAR, Inc . and changed its name to AEye, Inc . in March 2016 . AEye, Inc . was founded in 2013 and is headquartered in Dublin, California . Source : S&P Capital IQ, SEC filings, Comparable Public Company websites Hesai Group, through with its subsidiaries, engages in the development, manufacture, and sale of three - dimensional light detection and ranging solutions (LiDAR) . Its LiDAR products are used in passenger and commercial vehicles with advanced driver assistance systems ; autonomous passenger and freight mobility services ; and other applications, such as delivery robots, street sweeping robots, and logistics robots in restricted areas . Hesai Group was founded in 2014 and is based in Shanghai, China . Innoviz Technologies Ltd . designs and manufactures solid - state LiDAR sensors and develops perception software that enables the mass production of autonomous vehicles . The company manufactures InnovizOne, a solid - state LiDAR sensor designed for automakers and robotaxi, shuttle, trucking, and delivery companies requiring an automotive - grade and mass - producible solution to achieve autonomy . Its automotive - grade sensor is integrable into Level 3 through 5 autonomous vehicles for the safety of passengers and pedestrians . The company also provides InnovizTwo, an automotive - grade LiDAR sensor that offers a solution for all levels of autonomous driving, as well as an option to integrate the perception application in the LiDAR sensor ; Innoviz 360 , a 360 - degree LiDAR for automotive and non - automotive applications ; and perception application, a software application that turns the InnovizOne LiDAR’s raw point cloud data into perception outputs to provide scene perception and deliver an automotive - grade ASIL B(D) solution . It operates in Europe, Asia Pacific, the Middle East, Africa, and North America . The company was incorporated in 2016 and is headquartered in Rosh HaAyin, Israel .
Comparable Public Companies – Descriptions 23 Company Business Description Luminar Technologies, Inc . , an automotive technology company, provides sensor technologies and software for passenger cars and commercial trucks in North America, the Asia Pacific, Europe, and the Middle East . It operates in two segments, Autonomy Solutions and Advanced Technologies and Services . The Autonomy Solutions segment designs, manufactures, and sells laser imaging, detection, and ranging sensors or lidars, as well as related perception and autonomy software solutions primarily for original equipment manufacturers in the automobile, commercial vehicle, robo - taxi, and adjacent industries . The Advanced Technologies and Services segment develops application - specific integrated circuits, pixel - based sensors, and advanced lasers . This segment also designs, tests, and provides consulting services for non - standard integrated circuits for use in automobile and aeronautics sector, as well as government spending in military and defense activities . The company was founded in 2012 and is headquartered in Orlando, Florida . MicroVision, Inc . develops and sells lidar sensors used in automotive safety and autonomous driving applications . Its laser beam scanning technology is based on micro - electrical mechanical systems (MEMS), laser diodes, opto - mechanics, electronics, algorithms, and software . In the recent past, Microvision developed micro - display concepts and designs for use in head - mounted augmented reality, or AR, headsets and developed a 1440 i MEMS module supporting AR headsets . Microvision also developed an interactive display solution targeted at the smart speakers market and a small consumer lidar sensor for use indoors with smart home systems . MicroVision, Inc . was founded in 1993 and is headquartered in Redmond, Washington . Source : S&P Capital IQ, SEC filings, Comparable Public Company websites Ouster, Inc . designs and manufactures high - resolution digital lidar sensors and enabling software that offers 3 D vision to machinery, vehicles, robots, and fixed infrastructure assets . Its product portfolio includes OS, a scanning sensor ; and DF, a solid - state flash sensor . The company is based in San Francisco, California .
Private & Confidential Appendix B: Weighted Average Cost of Capital
Weighted Average Cost of Capital Calculation 25 Source : Bloomberg and S&P Global Capital IQ of 7/26/2024 (1) Based on median total debt / total capitalization ratio of comparable companies LIDR INVZ AEVA MVIS OUST HSAI LAZR 2.05 2.39 2.25 1.94 2.97 1.54 2.73 Observed (Levered Beta) (a) 1.70 1.93 1.84 1.62 2.32 1.36 2.16 Adjusted Beta (b) $0 $0 $0 $0 $45 $71 $625 Total Debt $13 $151 $223 $242 $688 $606 $825 Market Value of Equity $13 $151 $223 $242 $734 $677 $1,450 Total Capitalization - - - - - - - - 6.6% 11.8% 75.7% Total Debt to Equity Ratio - - - - - - - - 6.2% 10.5% 43.1% Total Debt / Total Capitalization 100.0% 100.0% 100.0% 100.0% 93.8% 89.5% 56.9% Equity / Total Capitalization 29.8% 29.8% 29.8% 29.8% 29.8% 29.8% 29.8% Assumed Tax Rate 1.70 1.93 1.84 1.62 2.21 1.26 1.41 Unlevered Beta (c) WACC CALCULATION ($ in millions) Comparable Public Companies Luminar Technologies, Hesai Group Ouster, Inc. MicroVision, Inc.va Technologies,oIviz Technologies AEye, Inc. Cost of Equity - Capital Asset Pricing Model Risk Free Rate (20 - Year Treasury) (d) Market Risk Premium (e) Size Premium (f) Median Debt / Equity Ratio Median Unlevered Beta Levered Beta ASSUMPTIONS 4.3% 5.0% 7.6% 0.0% 1.70 1.70 Estimated Cost of Equity (g) 20.4% Cost of Debt Cost of Debt (h) 5.8% After - Tax Cost of Debt 4.1% 100.0% Equity / Total Capitalization Ratio 0.0% Total Debt / Total Capitalization Ratio 1 20.4% Weighted Average Cost of Capital (i) a) Observed beta (two year weekly per Bloomberg) as of 7/23/2024 b) Adjusted beta equals [(levered beta) * (2/3)] + [1/3] c) Unlevered beta equals adjusted levered beta divided by the quantity [1 + (the debt/equity ratio) * (1 – the tax rate)] d) 10 - year U.S. Treasury Note per Wall Street Journal as of 7/23/2024 e) Kroll Capital "Cost of Capital Module" as of 6/6/2024 f) Kroll Capital "Cost of Capital Module" (defined as companies with market capitalization between $1.6 million and $97.4 million), 10B CRSP 10th Decile Brekadown g) Capital Asset Pricing Model; [the risk - free rate of return] + [(the equity risk premium) * (levered beta)] + [the size premium] h) Based on estimated cost of debt (defined as Moody's Seasoned Baa Corporate Bond Yield) as of July 19, 2024 i) WACC equals [(the cost of equity) * (the equity/capital ratio)] + [(the cost of debt) * (the debt/total capital ratio) * (1 – the tax rate)]
Exhibit (F)(1)
DGCL Appraisal Provisions
Section 262 of the General Corporation Law of the State of Delaware
262. Appraisal rights
(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.
(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation, a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of § 265 or § 388 of this title):
(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for such stock anything except:
a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity or the entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or
d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
(4) [Repealed.]
(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion, transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or
(2) If the merger, consolidation, conversion, transfer, domestication or continuance was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring, domesticating or continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.
(3) Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.
(e) Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.
(f) Upon the filing of any such petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.
(g) At the hearing on such petition, the Court shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion, transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.
(h) After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.
(k) Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion, transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.
(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
Cepton, Inc.
KOITO MANUFACTURING CO., LTD.
Project Camaro Holdings, LLC
Project Camaro Merger Sub, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Proposed maximum aggregate value of transaction(1) | Fee rate | Amount of filing fee | ||||||||||
| Fees to be Paid | $ | 42,584,742.96 | (2) | 0.00014760 | $ | 6,285.51 | (3) | |||||
| Fees Previously Paid | — | — | ||||||||||
| Total Transaction Valuation | $ | 42,584,742.96 | ||||||||||
| Total Fees Due for Filing | $ | 6,285.51 | ||||||||||
| Total Fees Previously Paid | — | |||||||||||
| Total Fee Offsets | — | |||||||||||
| Net Fee Due | $ | 6,285.51 | (4) | |||||||||
Table 2 – Fee Offset Claims and Sources
| Fee paid | ||||||||||||||||||||||||
| with fee | ||||||||||||||||||||||||
| Registrant or | Form or | File | Initial | Filing | Fee offset | offset | ||||||||||||||||||
| filer name | filing type | number | filing date | date | claimed | source | ||||||||||||||||||
| Fee Offset Claims | PREM14A | 001-39959 | September 25, 2024 | $ | 6,285.51 | |||||||||||||||||||
| Fee Offset Sources | Cepton, Inc. | PREM14A | 001-39959 | September 25, 2024 | $ | 6,285.51 | ||||||||||||||||||
| (1) | Title of each class of securities to which the transaction applies: common stock, par value $0.00001 per share, of Cepton, Inc. (the “common stock”). |
| (2) | Aggregate number of securities to which transaction applies: As of the close of business on September 24, 2024, the maximum number of shares of common stock to which this transaction applies is estimated to be 13,545,868, which consists of:
(a) 11,805,262 shares of common stock entitled to receive the per share merger consideration of $3.17, excluding the common stock held by KOITO MANUFACTURING CO., LTD. and the common stock subject to the Rollover Agreement, dated July 29, 2024; (b) 354,739 shares of common stock underlying stock options, which may be entitled to receive the per share merger consideration of $3.17 minus the applicable exercise price (to the extent the merger consideration exceeds such exercise price); and (c) 1,385,867 shares of common stock underlying outstanding restricted stock units, which may be entitled to receive the per share merger consideration of $3.17.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company Warrant shall, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a Company Warrant in respect of Common Stock and shall become a Company Warrant exercisable for the per share merger consideration of $3.17. If a holder properly exercises a Company Warrant within thirty (30) days following the public disclosure of the consummation of the merger pursuant to a current report on Form 8-K, the Warrant Price, as defined in the Warrant Agreement, with respect to such exercise shall be reduced by an amount (in dollars and in no event less than zero) equal to the difference of (a) the Warrant Price in effect prior to such reduction minus (b) (i) the per share merger consideration of $3.17 minus (ii) the Black-Scholes Warrant Value (as defined in the Warrant Agreement). As of the close of business on September 24, 2024, the Company estimated that the Warrant Price, as adjusted pursuant to the foregoing sentence, to be $3.1688 and, accordingly, the Company does not expect any Company Warrants to be exercised following the Effective Time and has excluded the Company Warrants from the maximum number of shares of the Company’s common stock to which this transaction applies in the table above.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of Company PSUs that is outstanding immediately prior to the Effective Time will vest as to the number of Company PSUs determined in accordance with the applicable award agreement and will be canceled and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash (without interest) determined by multiplying (i) the per-share merger consideration by (ii) the number of shares of common stock underlying such vested Company PSUs, less any withholding taxes. Any Company PSU that is not vested as of immediately prior to the Effective Time will be canceled at the Effective Time without payment of any consideration therefor. As of the close of business on September 24, 2024, it is expected that the outstanding Company PSUs will not vest and will be cancelled without payment at the Effective Time. |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of September 24, 2024, the underlying value of the transaction was calculated based on the sum of
(a) the product of 11,805,262 shares of common stock and the per share merger consideration of $3.17; (b) the product of 345,543 shares of common stock underlying stock options and $2.17 (which is the difference between the per share merger consideration of $3.17 and the applicable exercise price of $1.00); (c) the product of 9,196 shares of common stock underlying stock options and $2.07 (which is the difference between the per share merger consideration of $3.17 and the applicable exercise price of $1.10); and (d) the product of 1,385,867 shares of common stock underlying outstanding restricted stock units and the per share merger consideration of $3.17.
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00014760. |
| (4) | Cepton. Inc previously paid $6,285.51 upon the filing of its Preliminary Proxy Statement on Schedule 14A on September 25, 2024 in connection with the transaction reported hereby. |