Valens Adopts a Share Repurchase Program of up to $10 Million

Rhea-AI Summary

Valens Semiconductor (NYSE: VLN) has announced a share repurchase program of up to $10 million of its ordinary shares. The program was approved by the Board of Directors as a 'distribution' under Israeli Companies Law. Company creditors have 30 days to object to the distribution following its publication. The repurchases will be executed through open market purchases, private transactions, or other legally permitted methods, including Rule 10b5-1 and Rule 10b-18. The timing and amount of purchases will depend on market conditions, price, and capital availability. The program has no minimum purchase requirement and can be modified or discontinued at any time.

Positive

• Board approval for $10 million share buyback program
• Flexibility in execution through multiple purchase methods
• Program indicates management's confidence in company's valuation

Negative

• Program subject to creditor objection period of 30 days
• No guaranteed minimum share repurchase amount
• Potential reduction in cash reserves available for operations

HOD HASHARON, Israel, Nov. 26, 2024 /PRNewswire/ -- Valens Semiconductor (NYSE: VLN), a leader in high-performance connectivity, announced today that its Board of Directors (the "Board") has approved a "distribution", as defined in the Israeli Companies Law, 1999 (the "Companies Law"), by way of a share repurchase program, pursuant to which the Company may repurchase (buyback) an aggregate amount of up to $10 million of the Company's ordinary shares (the "Distribution"), subject to the completion of required Israeli regulatory procedures.

 

 

According to Section 7C.(C) of the Companies Regulations (Relief for Companies Whose Securities Are Listed for Trading on Foreign Stock Exchanges) 2000, the Company's creditors may apply to the Company and object to the Distribution, within 30 days following its publication.

Following, and subject to, completion of the required Israeli regulatory procedures, share repurchases under the program will be made from time to time in open market purchases, private transactions or other transactions as permitted by securities laws and other legal requirements, including Rule 10b5-1 and Rule 10b-18, under the Securities Exchange Act of 1934, as amended. The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to price and capital availability. The program does not require the purchase of any minimum dollar amount or number of shares and the program may be modified, suspended or discontinued at any time. This press release is neither an offer to purchase nor a solicitation of an offer to buy any securities.

About Valens Semiconductor

Valens Semiconductor (NYSE:VLN) is a leader in high-performance connectivity, enabling customers to transform the digital experiences of people worldwide. Valens' chipsets are integrated into countless devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the evolution of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and its technology forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY. For more information, visit https://www.valens.com.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our share repurchase program. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Valens Semiconductor's ("Valens") management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Valens Semiconductor. These forward-looking statements are subject to a number of risks and uncertainties, including the cyclicality of the semiconductor industry; the effect of inflation and a rising interest rate environment on our customers and industry; the ability of our customers to absorb inventory; competition in the semiconductor industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors; if Valens fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers' demand; disruptions in relationships with any one of Valens' key customers; any difficulty selling Valens' products if customers do not design its products into their product offerings; Valens' dependence on winning selection processes; even if Valens succeeds in winning selection processes for its products, Valens may not generate timely or sufficient net sales or margins from those wins; sustained yield problems or other delays or quality events in the manufacturing process of products; our ability to effectively manage, invest in, grow, and retain our sales force, research and development capabilities, marketing team and other key personnel; our ability to timely adjust product prices to customers following price increase by the supply chain; our ability to adjust our inventory level due to reduction in demand due to inventory buffers accrued by customers; our expectations regarding the outcome of any future litigation in which we are named as a party; our ability to adequately protect and defend our intellectual property and other proprietary rights; our ability to successfully integrate or otherwise achieve anticipated benefits from acquired businesses; the market price and trading volume of the Valens ordinary shares may be volatile and could decline significantly; political, economic, governmental and tax consequences associated with our incorporation and location in Israel; and those factors discussed in Valens' Form 20-F filed with the SEC on February 28, 2024 under the heading "Risk Factors," and other documents of Valens filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Valens does not presently know or that Valens currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Valens' expectations, plans or forecasts of future events and views as of the date of this press release. Valens anticipates that subsequent events and developments may cause Valens' assessments to change. However, while Valens may elect to update these forward-looking statements at some point in the future, Valens specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Valens' assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Investor Contacts:

Michal Ben Ari
Investor Relations Manager
Valens Semiconductor Ltd.
michal.benari@valens.com

Lisa Fortuna
Senior Vice President
Financial Profiles, Inc.
valensir@finprofiles.com

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SOURCE Valens Semiconductor

FAQ

What is the size of Valens Semiconductor's (VLN) share repurchase program?

Valens Semiconductor's share repurchase program is for up to $10 million of the company's ordinary shares.

When was Valens Semiconductor's (VLN) share buyback program announced?

The share buyback program was announced on November 26, 2024.

How will Valens Semiconductor (VLN) execute its share repurchase program?

The repurchases will be made through open market purchases, private transactions, or other transactions permitted by securities laws, including Rule 10b5-1 and Rule 10b-18.

What regulatory approvals does Valens Semiconductor (VLN) need for the buyback?

The program requires completion of Israeli regulatory procedures and includes a 30-day period during which company creditors can object to the distribution.