GoPro and Starman Optical entered into a definitive merger agreement that will recapitalize GoPro while expanding the publicly traded company into optical transceivers for AI infrastructure, government, defense and aerospace markets.
GoPro shareholders will receive an aggregate $285 million cash payment, or $1.14 per share, subject to a potential working-capital adjustment, while retaining approximately 10% ownership of the combined public company.
Approximately $92 million of GoPro debt will be repaid at closing, leaving the company with what the parties described as a substantially debt-free balance sheet.
GoPro will remain publicly listed on Nasdaq and continue supporting its consumer products, subscription offerings and cloud platform.
Starman’s U.S.-manufactured optical transceivers will be added to GoPro’s portfolio, giving the combined organization exposure to the growing market for optical infrastructure supporting AI data centers.
The companies also plan to apply their combined intellectual property, imaging and optics capabilities to defense, government, robotics and aerospace applications.
GoPro has accumulated a portfolio of more than 2,500 U.S. patents during its 24-year history.
The transaction has been approved by both companies’ boards and is expected to close by the end of 2026, subject to GoPro shareholder approval, regulatory clearances and other customary conditions.
Houlihan Lokey is serving as financial advisor to GoPro and provided a fairness opinion. Fenwick & West is serving as legal counsel.
KEY QUOTES:
“The combination of GoPro’s world-class optical expertise and intellectual property with Starman’s advanced transceiver capabilities and U.S. manufacturing platform creates a unique opportunity.”
Charles Tebele, Chief Executive Officer of Starman Holding
“We expect this merger to enable GoPro to grow across consumer, commercial and defense markets as a leading American imaging and optical solutions company.”
Nicholas Woodman, Founder and CEO of GoPro
