Ouster has announced it has signed a definitive agreement to acquire Sense Photonics (“Sense”), which has developed a digital solid-state lidar sensor for automotive series production.
Upon closing the strategic all-stock acquisition Ouster plans to establish Ouster Automotive, a new functional division of the company focused on driving mass-market adoption of digital lidar in consumer and commercial vehicles, cementing Ouster’s position as a market leader across auto and non-auto industry verticals.
Following transaction close, Ouster will establish Ouster Automotive to be led by current Sense CEO Shauna McIntyre.
Ouster Automotive plans to:
- Accelerate Ouster’s solid-state roadmap by more than 12 months through Sense’s approximately three years and $24 million investment in CMOS digital lidar;
- Integrate Sense’s breakthrough 200-meter range digital solid-state lidar into Ouster’s plan for the industry’s first multi-sensor lidar suite that meets the performance and price requirements for Level 2 and above autonomy;
- Deliver on the flagship strategic development agreement awarded by a major global automotive OEM to Sense earlier this year; and
- Advance five series production programs collectively worth over $1 billion in potential revenue, currently under negotiation with automotive OEMs for start of production in 2025-2026.
- Ouster also expects to retain key Sense talent with deep engineering, semiconductor, and automotive expertise, and by acquiring from Sense over 100 pending patents and an exclusive license to over 250 patents.
“Ouster and Sense are an ideal pairing. Combining Ouster’s digital expertise and maturity in product development and manufacturing with Sense’s advanced solid-state digital lidar silicon is expected to accelerate the delivery of our multi-sensor digital lidar suite for the consumer ADAS market,” said Ouster CEO Angus Pacala. “Ouster’s digital technology has enabled us to pull ahead in the industrial, robotics, and smart infrastructure markets, and emerge as a top player in automotive. Together with Sense, Ouster is on its way to becoming the clear leader in technology and performance, poised to continue to capture share in auto and non-auto verticals alike.”
Transaction Highlights:
- Ouster to purchase 100% of the capital stock of Sense and all of its property for 9.5 million shares of Ouster common stock contingent upon customary closing adjustments and conditions.
- Ouster management expects the cash impact of approximately $17 million additional operating expense in 2022 — excluding non-cash stock-based compensation in research and development, sales and marketing and general and administrative expenses of approximately $8 million, $2 million, $2 million, respectively — to be completely offset by approximately $17 million R&D savings related to our solid-state product roadmap chip tape outs and design fees that same year. Therefore, the cash impact is expected to be net neutral in 2022.
- Approximately 80 Sense employees are expected to join Ouster post-transaction; certain employees of Sense have agreed to five-year retention packages.
- Transaction is expected to close in the fourth quarter of 2021, subject to customary closing conditions.
“Sense’s solid-state technology, which is closely aligned with Ouster’s digital approach, has generated serious interest from global automotive OEMs, including a major strategic development agreement,” said Sense CEO Shauna McIntyre. “The anticipated merger synergies are clear. We have a terrific opportunity to marry our two platforms to capture additional automotive design wins. Furthermore, Ouster’s resources, manufacturing know-how, and proven ability to execute gives us confidence that, together, we have what it takes to become the market leader in automotive. We are excited to join the Ouster family.”
