Item 8.01 Other Events
On May 25, 2021, PTK Acquisition Corp. a Delaware corporation ("PTK"), entered
into a business combination agreement (as it may be amended, supplemented, or
otherwise modified from time to time, the "Business Combination Agreement") with
Valens Semiconductor Ltd., a limited liability company organized under the laws
of the State of Israel ("Valens") and Valens Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of Valens ("Merger Sub"). Pursuant to
the Business Combination Agreement, Merger Sub will merge with and into PTK (the
"Business Combination"), with PTK surviving the Business Combination as a
wholly-owned subsidiary of Valens.
In connection with the Business Combination, Valens filed a registration
statement on Form F-4 (Reg. No. 333-257176) (as amended the "Registration
Statement") with the U.S. Securities and Exchange Commission (the "SEC"). On
August 27, 2021, the Registration Statement was declared effective by the SEC.
On August 27, 2021, in connection with the Business Combination, Valens filed a
definitive proxy statement/prospectus on Schedule 14A with the SEC relating to
PTK's extraordinary general meeting of stockholders (the "PTK General Meeting")
to be held on September 28, 2021, to consider matters and transactions relating
to the Business Combination (the "Definitive Proxy Statement/Prospectus").
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Since the initial filing of the Registration Statement, one purported
stockholder of PTK filed a complaint in the Superior Court of Los Angeles
County, entitled Alessandro v. PTK Acquisition Corp., et al., 21ST-CV-23659 (the
"Complaint"). Following this filing, plaintiff sent a demand letter requesting
that PTK provide additional disclosures regarding the Business Combination.
Three other purported stockholders of PTK sent similar demands requesting
additional disclosure regarding the Business Combination (collectively referred
to herein as the "Demands"). PTK believes that the allegations in the Complaint
and Demands are meritless and no additional disclosure is required in the
Definitive Proxy Statement/Prospectus. However, in order to avoid nuisance, cost
and distraction, and to preclude any efforts to delay the closing of the
Business Combination, PTK hereby voluntarily amends and supplements the
Definitive Proxy Statement/Prospectus with the supplemental disclosures (the
"Supplemental Disclosures") set forth below in this Current Report on Form 8-K
(this "Report"). PTK and the PTK Board deny any liability or wrongdoing in
connection with the Definitive Proxy Statement/Prospectus, and nothing in this
Report should be construed as an admission of the legal necessity or materiality
under applicable laws of any of the Supplemental Disclosures.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
The Supplemental Disclosures should be read in conjunction with the Definitive
Proxy Statement/Prospectus, which should be read in its entirety and is
available free of charge on the SEC's website at http://www.sec.gov. Page number
references below are to page numbers in the Definitive Proxy
Statement/Prospectus, and capitalized terms used but not defined herein have the
meanings set forth in the Definitive Proxy Statement/Prospectus. To the extent
the information in the Supplemental Disclosures differs from or conflicts with
the information contained in the Definitive Proxy Statement/Prospectus, the
information set forth in the Supplemental Disclosures shall be deemed to
supersede the respective information in the Definitive Proxy
Statement/Prospectus. Underlined text shows text being added to a referenced
disclosure in the Definitive Proxy Statement/Prospectus, and deleted text is
stricken through.
The disclosure on page 66 of the Definitive Proxy Statement/Prospectus is hereby
supplemented by amending and restating the fifth paragraph as follows:
On January 4, 2021, representatives of PTK engaged in discussions with
representatives of BofA Securities regarding the Valens' process and related
timing. Given Valens' business and financial developments, market performance of
publicly traded comparables in the analog mixed signal and high-performance
communications semiconductor business space, and initial public offerings with a
focus on autotech and LIDAR technologies, PTK considered revising its valuation.
On February 1, 2021, following additional discussions with representatives of
BofA Securities regarding valuation perspectives and developments in Valens'
business, PTK emailed BofA Securities a revised draft non-binding letter of
intent, which, subject to due diligence, assumed an initial pre-transaction
value of $900 million and a PIPE financing of $125 million.
The disclosure on page 67 of the Definitive Proxy Statement/Prospectus is hereby
supplemented by amending and restating the second paragraph as follows:
On March 24, 2021, Valens entered into an agreement to appoint Citigroup Global
Markets Inc., BofA Securities and Oppenheimer & Co. Inc. as lead placement
agents for the PIPE. Citigroup Global Markets Inc., BofA Securities and
Oppenheimer & Co. Inc. will be entitled to customary fees in their capacity as
lead placement agents for the PIPE, with payment due at, and conditioned upon,
the closing of the Business Combination. None of Citigroup Global Markets Inc.,
BofA Securities and Oppenheimer & Co. Inc. were engaged as financial advisors to
PTK in connection with the Business Combination or were engaged to issue a
fairness opinion in connection with the Business Combination. PTK engaged
Chardan Capital Markets, LLC ("Chardan") as M&A Advisor for the Business
Combination, with engagement letter formally executed on April 29, 2021. Chardan
was not engaged to issue a fairness opinion in connection with the Business
Combination and did not receive any fee or commission in connection with the
engagement beyond that to which it was entitled pursuant to the Underwriting
Agreement, further detailed in the section titled "Notes to Unaudited Condensed
Financial Statements, 5. Commitments and Contingencies." Beginning on March 24,
2021, PTK, Valens and the placement agents and their respective counsel began
discussing the wall cross procedures and the preparation of confidential
investor marketing materials and a proposed timeline to allow potential
interested investors to consider participation in the proposed PIPE in
connection with the pending business combination.
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The disclosure on page 69 of the Definitive Proxy Statement/Prospectus is hereby
supplemented by amending and restating the ninth bullet as follows:
Attractive Valuation. PTK's board of directors believes Valens' implied
valuation following the Business Combination relative to the current valuations
experienced by comparable publicly traded companies in the vehicle data services
sector analog mixed signal and high-performance communications semiconductor
business space, including Marvell Technology Group. Ltd., Maxim Integrated
Products, Inc., and Texas Instruments Incorporated, is favorable for PTK (which
analysis excluded certain outliers). The comparable companies trading analysis
focused on median revenue multiples for estimated 2021 expected revenue (2021E),
estimated 2022 expected revenue ("2022E"), and estimated 2023 expected revenue
("2023E"), which as of February 2, 2021 were 9.4x, 8.9x, and 8.6x respectively.
Applying these multiples, the analysis showed a range of enterprise value of
$566 million to $701 million for 2021E, $799 million to $1.001 billion for
2022E, and $1.029 to $1.3 billion for 2023E.
Additional Information
In connection with the proposed business combination, Valens filed a
registration statement on Form F-4 on June 17, 2021 that includes a proxy
statement of PTK in connection with PTK's solicitation of proxies for the vote
by PTK's stockholders with respect to the proposed Business Combination and a
prospectus of Valens. The Registration Statement was declared effective by the
SEC on August 27, 2021 and has been sent to all PTK stockholders and Valens and
PTK will also file other documents regarding the proposed Business Combination
with the SEC. This Current Report on Form 8-K does not contain all the
information that should be considered concerning the proposed Business
Combination and is not intended to form the basis of any investment decision or
any other decision in respect of the Business Combination. Before making any
voting or investment decision, investors and security holders are urged to read
the Registration Statement and all other relevant documents filed or that will
be filed with the SEC in connection with the proposed Business Combination as
they become available because they will contain important information about the
proposed Transactions.
Investors and security holders are able to obtain free copies of the
Registration Statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Valens and PTK through the
website maintained by the SEC at www.sec.gov or by directing a request to PTK
Acquisition Corp., 4601 Wilshire Boulevard, Suite 240, Los Angeles, California
90010.
Participants in the Solicitation
PTK, Valens and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from PTK's shareholders with
respect to the proposed Business Combination. You can find information about
PTK's directors and executive officers and their ownership of PTK's securities
in PTK's Annual Report on Form 10-K for the period ended December 31, 2020,
which was filed with the SEC on April 1, 2020 and is available free of charge at
the SEC's web site at www.sec.gov. Additional information regarding the
participants in the solicitation of proxies from PTK's shareholders and their
direct and indirect interests will be included in the proxy statement/prospectus
for the proposed Business Combination when it becomes available. Shareholders,
potential investors and other interested persons should read the proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the
meaning of the federal securities laws with respect to the proposed Business
Combination between PTK and Valens, including statements regarding the benefits
of the Business Combination, the anticipated timing of the Business Combination,
the products and services offered by Valens and the markets in which it
operates, and Valens' projected future results. These forward-looking statements
are generally identified by terminology such as "believe," "may," "will,"
"potentially," "estimate," "continue," "anticipate," "intend," "could," "would,"
"project," "target," "plan," "expect," or the negatives of these terms or
variations of them or similar terminology. These forward-looking statements are
based upon estimates and assumptions that, while considered reasonable by PTK
and its management, and Valens and its
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management, as the case may be, are inherently uncertain. Such forward-looking
statements are subject to risks, uncertainties, and other factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements. New risks and uncertainties may emerge from
time to time, and it is not possible to predict all risks and uncertainties.
Many factors could cause actual future events to differ materially, including
but not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of PTK's
securities, (ii) the risk that the transaction may not be completed by PTK's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by PTK, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the Business Combination agreement by the shareholders of PTK and
Valens, the satisfaction of the minimum trust account amount following
redemptions by PTK's public shareholders and the receipt of certain governmental
and regulatory approvals, (iv) the lack of a third party valuation in
determining whether to pursue the proposed Business Combination, (v) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Business Combination agreement, (vi) the effect of the
announcement or pendency of the transaction on Valens's business relationships,
performance, and business generally, (vii) risks that the proposed Business
Combination disrupts current plans of Valens and potential difficulties in
Valens employee retention as a result of the proposed transaction, (viii) the
outcome of any legal proceedings that may be instituted against Valens or
against PTK related to the Business Combination agreement or the proposed
Business Combination, (ix) the ability of Valens to list Valens ordinary shares
on the NYSE, (x) volatility in the price of the combined company's securities
due to a variety of factors, including changes in the competitive and highly
regulated industries in which Valens plans to operate, variations in performance
across competitors, changes in laws and regulations affecting Valens's business
and changes in the combined capital structure, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
proposed Business Combination, and to identify and realize additional
opportunities, and (x) changes in general economic conditions, including as a
result of the COVID-19 pandemic. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of PTK's most
recent Annual Report on Form 10-K, the Registration Statement on
Form F-4 discussed above, the included proxy statement/prospectus and such other
documents filed or that may be filed by PTK from time to time with the SEC.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and PTK and Valens assume no obligation and do not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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