GoPro to merge with Starman in $285 mln deal

GoPro and Starman Optical have entered into a definitive merger agreement under which GoPro shareholders will receive an aggregate $285 million in cash. The cash consideration is equivalent to about $1.14 per GoPro share, subject to a net working capital adjustment at closing. Existing GoPro shareholders are also expected to retain approximately 10% ownership of the combined public company once the transaction is completed.

The boards of directors of both GoPro and Starman have approved the transaction. Closing is targeted by year‑end 2026 and remains contingent on regulatory approvals, approval by GoPro’s stockholders, and other customary closing conditions. GoPro has disclosed plans to file a proxy statement with the U.S. Securities and Exchange Commission in connection with the proposed deal.

In connection with the agreement, Houlihan Lokey (HLI) served as GoPro’s financial advisor and delivered a fairness opinion on the transaction. GoPro will remain a publicly listed company on Nasdaq following the completion of the merger.

As part of the transaction, GoPro’s approximately $92 million of outstanding debt is expected to be repaid in full at closing. The companies state that this repayment will leave the combined business substantially debt‑free. This structure pairs immediate cash consideration for GoPro shareholders with a minority equity interest in a less leveraged combined entity.

The deal terms are designed to provide liquidity to GoPro investors while preserving their opportunity to participate in the future performance of the merged company through the retained ownership stake. Detailed information on the consideration and mechanics is expected to be contained in forthcoming proxy materials.

Starman Optical is a U.S. optical‑photonics company focused on the development and domestic manufacturing of optical transceivers and related photonics technologies via its Starman New Photonics business. These optical transceiver products and technologies are expected to be added to GoPro’s portfolio after the merger. The combined company plans to use this platform to serve AI data centers and select government, defense and aerospace customers.

Statements from Starman Holding’s chief executive emphasize that advanced optics and imaging are important to AI, national security and the broader economy. The combination is framed as uniting GoPro’s optical expertise and intellectual property with Starman’s transceiver capabilities and U.S. manufacturing footprint. A stated goal is to bring production of critical optical components back to the United States.

GoPro plans to remain a publicly listed company and continue fully supporting its existing consumer products. This includes its cameras, subscription services and cloud platform. At the same time, the company intends to invest in growth through a broader, more diversified product roadmap that incorporates Starman’s optical‑photonics technologies.

Materials related to the proposed transaction and the proxy process are expected to be made available to GoPro investors and stockholders at no cost. These will be accessible through GoPro’s website and through regulatory filings on the SEC’s website once filed.