NEW YORK and SAN MATEO, Calif.—GoPro, Inc. and Starman Optical, a privately held optical-photonics company, have announced a definitive merger agreement that will recapitalize the pioneering action camera-maker and help it expand into new markets.
GoPro has struggled financially in recent years and has said it was considering refocusing its businesses on defense tech.
The proposed transaction, which will see GoPro shareholders will receive an aggregate cash payment of $285 million, or $1.14 per share, will help recapitalize the company.
GoPro's outstanding debt of approximately $92 million will be repaid in full at closing, resulting in a clean, substantially debt-free balance sheet.
Over the past 24 years, GoPro has developed imaging solutions featuring innovative, advanced optics. It has amassed an associated IP portfolio of more than 2500 U.S. patents.
In announcing the deal, the two companies said that the merger intends to maximize the value of GoPro's IP and growth potential in consumer, commercial and defense markets by recapitalizing the company, strengthening its balance sheet, investing in growth and onshoring the manufacturing of products for strategic markets.
GoPro will remain a publicly listed company.
It also stressed that it will continue to fully support its existing consumer products and its subscription and cloud platform while investing in growth and a broader, diversified product roadmap.
Starman's U.S.-made optical transceivers are expected to be added to GoPro's portfolio, which will help the company expand into the large and rapidly growing market for AI infrastructure in optical transceivers.
The combined company also intends to leverage its IP, optics and imaging capabilities across defense, government, robotics and aerospace markets, building on demand for U.S.-made solutions.
"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, CEO 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.
The transaction has been approved by GoPro's Board of Directors and by the Board of Starman. It is expected to close by year-end 2026, subject to regulatory approvals and other customary closing conditions, including approval by GoPro's stockholders.
Houlihan Lokey, Inc. is acting as financial advisor and provided a fairness opinion to GoPro, and Fenwick & West LLP is serving as legal counsel to GoPro.
