In audio-video, Valens is a market leader in long-reach connectivity, where its HDBaseT technology is a leading industry standard. This established business is experiencing strong growth fueled by a surge in demand for video conferencing, hybrid education, and remote healthcare.
Peter Kuo, CEO of PTK Acquisition Corp., stated, “With Valens, PTK identified a rare opportunity to combine with a company that is defining the future of connectivity and is validated by multiple industry standards. With a proven track record of success, Valens is public company ready, with a large addressable market, marquee customers, and a compelling business model with a high degree of revenue visibility. We are thrilled to partner with Valens’ best-in-class management team as they leverage the capital from this transaction to fuel sustained growth and success.”
Transaction Overview
The Board of Directors of each of Valens and PTK have unanimously approved the transaction. The transaction requires the approval of the stockholders of PTK and Valens and is subject to customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission (“SEC”). The transaction is expected to close in the fall of 2021.
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.
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.
Advisors
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.
Investor Webcast Information
Valens and PTK are hosting a webcast to present the Valens corporate story and to review the proposed transaction. To access the webcast, which is available now, please visit Valens’ website at https://www.valens.com/investors or PTK’s website at https://www.ptktech.com It will also be filed with the SEC as an exhibit to PTK’s Current Report on Form 8-K prior to the webcast, and available on the SEC website at www.sec.gov.