GoPro Inc. and privately held Starman Optical Inc. said Sept. 1 they have signed a definitive merger agreement to recapitalize GoPro and add a U.S. optical transceiver business.
GoPro shareholders would receive a total of $285 million in cash, or $1.14 per share, subject to a possible net working capital adjustment at closing. They would keep about 10 percent of the combined company. GoPro’s outstanding debt of about $92 million would be repaid at closing.
GoPro would remain listed on Nasdaq and continue to support its consumer cameras, subscription service and cloud platform. Starman’s U.S.-made optical transceivers are expected to join the product lineup, with the companies pointing to AI data centers, government, defense, robotics and aerospace as growth markets.
GoPro, founded 24 years ago, said it holds more than 2,500 U.S. patents in imaging and optics. The companies said the deal is meant to put that intellectual property to work across consumer, commercial and defense uses while onshoring manufacturing for strategic markets.
“Advanced optics and imaging are essential to AI, national security, and the broader economy, yet much of the critical hardware supporting these technologies continues to be manufactured overseas,” said Charles Tebele, Chief Executive Officer of Starman Holding. “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. Together, we intend to bring production of these critical components back to the United States.”
“We expect this merger to enable GoPro to grow across consumer, commercial and defense markets as a leading American imaging and optical solutions company, addressing important areas of national security related to cameras, optics and AI infrastructure. We’re excited to combine with the Starman team to capitalize on this opportunity and play an important role in America’s future,” said Nicholas Woodman, Founder and CEO of GoPro.
Both boards have approved the transaction. Closing is expected by the end of 2026, subject to regulatory and stockholder approvals and other customary conditions. Houlihan Lokey is financial advisor to GoPro and provided a fairness opinion. Fenwick & West LLP is GoPro’s legal counsel.
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