Koito Manufacturing Co., Ltd. (TSE:7276), Jun Pei, Jun Ye and Marc Accord submitted a non-binding indication of interest to acquire Cepton, Inc. (NasdaqCM:CPTN) from Koito Manufacturing Co., Ltd. (TSE:7276), Jun Pei, Jun Ye and Marc Accord and others for $53.6 million on December 21, 2023. Koito Manufacturing Co., Ltd. (TSE:7276), Jun Pei, Jun Ye and Marc Accord entered into a definitive agreement to acquire Cepton, Inc. (NasdaqCM:CPTN) from Koito Manufacturing Co., Ltd. (TSE:7276), Jun Pei, Jun Ye and Marc Accord and others for $53.6 million on July 29, 2024. The shareholders will receive $3.17 per share. Pursuant to the rollover agreement, Dr. Jun Pei, Dr. Mark McCord and Mr. Yupeng Cui will contribute 1,291,810, 515,886 and 476,549 shares of Company Common Stock, respectively, and Koito will separately contribute its 1,962,474 shares of Company Common Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the effective time shall remain outstanding and shall not be canceled as part of this agreement. The transaction will be funded with Koito's cash on hand. Cepton will be required to pay a termination fee to Parent equal to $1,250,000. Koito will be required to pay a reverse termination fee to the Company equal to $5,000,000.

The transaction was approved by Koito's board and shall cause Holdco, in its capacity as the sole stockholder of Merger Sub, to approve the adoption of this Agreement. The transaction was approved unanimously by Cepton's board of directors on the recommendation of Special Committee. The transaction is subject to the approval of Cepton's shareholders. The transaction is subject to the CFIUS Approval. The transaction is expected to close in the first quarter of 2025. As of December 20, 2024, the transaction was approved by Cepton's shareholders. The transaction is expected to close on or about January 7, 2025.

Paul Sieben, Viq Shariff, Noah Kornblith and Kelly Donahue of O?Melveny and Myers LLP is acting as legal advisor to the Company. Craig-Hallum Capital Group LLC is acting as exclusive financial advisor to a special committee of disinterested and independent members of the Company?s board of directors and Steven Tonsfeldt and Jenny Ge of Cooley LLP is acting as legal advisor to the special committee. Ken Lebrun, Kara L. Mungovan, Paul D. Marquardt, Frank J. Azzopardi, Kyoko Takahashi Lin and Andrew Ditchfield of Davis Polk & Wardwell LLP and Tatsuya Tanigawa, Yasunori Ishizaki, Yusuke Urano and Alisa Inuzuka of Nishimura & Asahi are acting as legal advisors to Koito. WTW is acting as HR advisor to Koito. Craig-Hallum Capital Group LLC acted as fairness opinion provider to special committee of Cepton. SMBC Nikko Securities America, Inc. acted as financial advisor to Koito. Advantage Proxy acted as proxy solicitor to Cepto. Continental Stock Transfer & Trust Company acted as transfer agent to Cepto.

Koito Manufacturing Co., Ltd. (TSE:7276), Jun Pei, Jun Ye and Marc Accord completed the acquisition of Cepton, Inc. (NasdaqCM:CPTN) from Koito Manufacturing Co., Ltd. (TSE:7276), Jun Pei, Jun Ye and Marc Accord and others on January 7, 2025. As a result of merger, Cepton shares will be de-listed and cease trading on NASDAQ.