Merger PTK.U

Valens Semiconductor to merger with PTK Acquisition Corp.

, PR Newswire

Valens, a premier provider of high-speed connectivity solutions for the audio-video and automotive markets, and PTK Acquisition Corp. (NYSE: PTK.U), today announced they have entered into a definitive business combination agreement. The combined company will be called Valens and will trade on the New York Stock Exchange under the symbol "VLN" following the close of the transaction.

Valens is a leading provider of semiconductor products, pushing the boundaries of connectivity by enabling long-reach, high-speed video and data transmission for the audio-video and automotive industries. Valens' Emmy┬« award-winning HDBaseT technology is the leading standard in the professional audio-video market with tens of millions of Valens' chipsets integrated into thousands of HDBaseT-enabled products. Valens Automotive is a key enabler of the evolution of autonomous driving, providing chipsets that are on the road in vehicles around the world. The underlying technology has been selected to become the basis for MIPI A-PHY, the global standard for automotive connectivity. Founded in 2006, Valens is based in Hod Hasharon, Israel, with offices in the US, Europe and Asia.

The transaction is expected to deliver approximately $240 million of gross proceeds, including up to $115 million of cash held in PTK's trust account (assuming no redemptions) and $125 million from a fully subscribed PIPE offering led by an established global institutional investor, as well as by Mediatek, a leading global semiconductor company for mobile, home and automotive. PTK's sponsor will also be participating in the PIPE offering.

This business combination values the post-transaction Valens at an initial pro-forma equity value of approximately $1.16 billion.

The Board of Directors of each of Valens and PTK have unanimously approved the transaction which is expected to close in the fall of 2021.

Valens shareholders will continue to hold their existing equity in the combined company. Following completion of the transaction, Valens will continue to be led by its experienced management team, with Gideon Ben-Zvi as CEO, Dror Heldenberg as CFO, and all six Valens founders retaining their senior management or board positions. Ker Zhang from PTK will join the Valens board of directors upon closing of the transaction.

BofA Securities is acting as exclusive financial advisor to Valens. Citigroup, BofA Securities and Oppenheimer are joint placement agents on the PIPE. Davis Polk & Wardwell LLP and Meitar Law Offices are serving as legal advisor for Valens in the U.S. and Israel, respectively. Financial Profiles, Inc. is serving as investor relations advisor for Valens. 

Goodwin Procter LLP and Goldfarb Seligman & Co. are serving as legal advisors to PTK in the U.S. and Israel, respectively. Winston & Strawn LLP is acting as legal advisor to Citigroup, BofA Securities and Oppenheimer.

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