AMBARELLA INC: Conclusion of a definitive agreement, financial statements and supporting documents (form 8-K)


Item 1.01 Conclusion of a Material Definitive Agreement

At October 26, 2021, Ambarella, Inc. (“Ambarella”) has entered into a merger agreement and plan (the “Merger Agreement”) with Ohio Fusion Sub, Inc., a Delaware
company (“Fusion Sub”), Oculii Corp., a Delaware company (“Oculii”), and Shareholder Representative Services LLC, a Colorado limited liability company only in its capacity as representative of the parties compensable under it.

Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Oculii (the “Merger”), and upon completion of the Merger, Merger Sub will cease to exist and Oculii will be the surviving company of the Merger and become a 100% subsidiary of Ambarella. At the close of the Merger (the “Closing”), all of the outstanding shares of the share capital of Oculii (except certain canceled shares and dissenting shares) and options vested to purchase the share capital of Oculii will be canceled in exchange for the right to receive an aggregate consideration of approximately $ 307.5 million in cash, subject to customary adjustments for cash, debt, transaction costs and working capital. In addition, at closing, Ambarella will assume all unvested options to purchase Oculii shares held by continuing service providers, subject to customary adjustments regarding the exercise price and the number of shares under- underlying these options. Ambarella has agreed to file a registration statement on Form S-8 covering the registration of those Oculii options to be supported by Ambarella.

The merger agreement contains the customary representations, warranties and commitments of Ambarella and Oculii. A portion of the aggregate consideration will be held in escrow to partially secure the indemnification and purchase price adjustment obligations of the holders of Oculii securities. Ambarella and Oculii have filed notification and report forms with the Federal Trade Commission and the Antitrust Division of Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and the waiting period under the HSR Act has expired. However, the Closing remains subject to other customary closing conditions. Merger expected to be finalized in Ambarella’s fiscal fourth quarter ending January 31, 2022.

The foregoing summary of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed in as Exhibit 2.1 of this current report on Form 8-K.

This current report on Form 8-K may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the expected completion of the transactions contemplated by the Merger Agreement and the time frame in which they will occur. Statements regarding future events are based on the current expectations of the parties and are necessarily subject to risks associated with, among other things, the regulatory approval of the acquisition of Oculii or the fact that other closing conditions may not be met, to the potential impact on Oculii’s business due to the announcement of the acquisition, the occurrence of any event, change or other circumstance that may result in the termination of the Merger Agreement, and general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in forward-looking statements. For more information on other related risks, see the “Risk Factors” section of Ambarella’s quarterly report on Form 10-Q for the completed quarterly period July 31, 2021. The forward-looking statements included herein are made only as of the date hereof, and Ambarella does not undertake to revise or update any forward-looking statements for any reason.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

2.1       Agreement and Plan of Merger, dated October 26, 2021, by and among
        Ambarella, Inc., Ohio Merger Sub, Inc., Oculii Corp. and Shareholder
        Representative Services LLC

99.1      Press Release dated October 26, 2021

104     Cover Page Interactive Data File - the cover page iXBRL tags are embedded
        within the Inline XBRL document

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