Ousted Luminar CEO Austin Russell wants to buy the company

Austin Russell, the billionaire founder of Luminar, has made a takeover bid for the lidar maker five months after replacing him as CEO following an ethics investigation.

The takeover effort was disclosed in an SEC filing that Russell filed early Friday morning. This will include his new company, Russell AI Labs, purchasing 100% of the outstanding shares of Luminar’s Class A common stock at an undisclosed price.

If that happens, Luminar will remain publicly traded, and Russell AI Labs may “acquire a different, larger, global automotive technology company” and merge it with Luminar “to create a unified technology platform business (“Luminar 2.0”),” according to the filing. If that happens, Russell may also invest in the newly combined company.

The proposal was submitted on October 14, “at the suggestion of certain shareholders” of Luminar and “at the invitation of certain members of the Board of Directors” — although the filing did not name names. Some board members approached Russell about the idea in September, according to a source familiar with the negotiations who was granted anonymity to talk about it. Luminar and Russell AI Labs did not immediately respond to a request for comment.

The proposed acquisition is as surprising and surprising as Russell’s replacement in May. Luminar announced Russell’s resignation on May 19, the same day the company reported its first-quarter earnings. The company has appointed Paul Ritchie, a former Xerox executive, to take over.

The company did not provide any details about the reason for Russell’s exit except to say that the board’s audit committee had conducted a “code of business conduct and ethics investigation.” Luminar has not yet explained the findings of this investigation. It has been sued by shareholders several times over the move and the manner in which it was disclosed.

However, Russell is no stranger to takeover attempts. In 2023, he launched a bid to buy Forbes. But that ultimately failed after some investors in the takeover reportedly did not follow through. The bidding process was also marred by an alleged connection to a Russian businessman.

Russell remains a member of Luminar’s board and was supposed to be “available to the incoming CEO on transition and technology matters,” according to the statement. But he has been absent in at least one way, by not signing (as a board member) any of the company’s filings with the Securities and Exchange Commission since he was replaced.

Meanwhile, Russell co-founded Russell AI Labs in September with Markus Schäfer, CTO and board member of Mercedes-Benz Group AG, and Murtaza Ahmed, former partner at SoftBank Vision Fund. The new company claims to “support and build transformative AI companies and leading technology companies” and has already taken a $300 million stake in proxy AI company Emergence.

This story has been updated with new information in the fourth paragraph About Luminar board members approaching Russell.