We are advising KOITO on the transaction

Davis Polk is advising KOITO MANUFACTURING CO., LTD. on its proposed acquisition of all of the outstanding shares not already owned by KOITO of Cepton, Inc. Under the all-cash agreement, stockholders of Cepton would receive $3.17 per share. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions, including approval by Cepton’s stockholders and CFIUS approval.

The proposed transaction was approved by the board of directors of Cepton, acting upon the unanimous recommendation of a special committee composed solely of independent directors and advised by its own financial and legal advisers.

Upon completion of the transaction, Cepton will become a privately held company and an indirect subsidiary of KOITO and will no longer be listed on Nasdaq. As part of the transaction, certain executives of Cepton will roll over a portion of their shares of Cepton into a newly formed holding company. The transaction follows a $100 million strategic investment by KOITO in convertible preferred stock of Cepton that closed in 2023, in which Davis Polk also advised KOITO.

KOITO, based in Tokyo, is engaged in the manufacturing and marketing of automotive lighting equipment, aircraft parts and electrical equipment. Its products are widely used by automotive makers worldwide. Cepton provides lidar-based solutions for automotive, smart cities, smart spaces and smart industrial applications in the United States, Japan and internationally. Cepton was founded in 2016 and is headquartered in San Jose, California.

The Davis Polk corporate team includes partner Ken Lebrun and associates Paul Jun, Paul Lee and Maarten van der Plas. Partner Kara L. Mungovan is providing tax advice. Partner Paul D. Marquardt and associate Charles Marshall Wilson are providing CFIUS advice. Partner Frank J. Azzopardi is providing intellectual property advice. Partner Kyoko Takahashi Lin is providing executive compensation advice. Partner Andrew Ditchfield is providing litigation advice. Members of the Davis Polk team are based in the Tokyo, New York and Washington DC offices.

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