GoPro: a totally normal, unremarkable piece of merger activity

It’s not really Alphaville’s place to say whether GoPro is a good or bad company. It has, however, been an absolute dog of an investment over its time on public markets:

In May, GoPro warned of “substantial doubt” about its ability to continue as a going concern and said it was exploring strategic alternatives. But the extreme-sports-friendly camera company might have a new lease on life:

GoPro, Inc. (NASDAQ: GPRO) and Starman Optical, Inc. (“Starman”), a privately held optical-photonics company, today announced that they have entered into a definitive merger agreement. In connection with the proposed transaction, GoPro shareholders will receive an aggregate cash payment of $285 million, or $1.14 per share, subject to potential adjustment based on GoPro’s net working capital at closing and will maintain ownership of approximately 10% of the outstanding shares of 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.

GoPro, Inc. (NASDAQ: GPRO) and Starman Optical, Inc. (“Starman”), a privately held optical-photonics company, today announced that they have entered into a definitive merger agreement. In connection with the proposed transaction, GoPro shareholders will receive an aggregate cash payment of $285 million, or $1.14 per share, subject to potential adjustment based on GoPro’s net working capital at closing and will maintain ownership of approximately 10% of the outstanding shares of 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.

The timing of this merger announcement, released today — and not, as yet, accompanied by any official SEC filing from GoPro — is certainly interesting. As MainFT reports:

Shares in GoPro jumped 43 per cent on Monday as reports emerged that Mark Fischbach, a popular YouTuber known as Markiplier, had built an 8.5 per cent stake in the company, making him the largest shareholder. The shares climbed a further 80 per cent in pre-market trading on Tuesday, ahead of the merger announcement.

Shares in GoPro jumped 43 per cent on Monday as reports emerged that Mark Fischbach, a popular YouTuber known as Markiplier, had built an 8.5 per cent stake in the company, making him the largest shareholder. The shares climbed a further 80 per cent in pre-market trading on Tuesday, ahead of the merger announcement.

Fischbach, who has nearly 40mn YouTube subscribers and thousands of videos, told Bloomberg in an article published on Sunday:

I saw the stock and where it was, I was like that seems undervalued… It’s justsomething I’ve been cooking in the background; I want the company to succeed.

I saw the stock and where it was, I was like that seems undervalued… It’s just
something I’ve been cooking in the background; I want the company to succeed.

GoPro has been sponsoring Fischbach, who last week posted a video raving about the camera company’s new Mission 1 interchangeable-lens model and offering a discount code.

All of which is basically fine, really.

The press release says:

GoPro will remain a publicly listed company and 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, extending the Company’s reach into the large and rapidly growing market for AI infrastructure in optical transceivers.

GoPro will remain a publicly listed company and 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, extending the Company’s reach into the large and rapidly growing market for AI infrastructure in optical transceivers.

Starman’s chief executive officer Charles “Charlie” Tebele added:

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.

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.

AI, security, ’Murica — so far, so 2026.

Starman Holding describes itself as:

a diversified holding company with interests across technology, consumer brands, and optical photonics

a diversified holding company with interests across technology, consumer brands, and optical photonics

Its website was registered a couple of years ago, but the company doesn’t have much history beyond that. Many of its team members, including COO Sam “Sonny” Haddad, are listed as working for something called Onward Brands, the website of which appeared to be dead when FTAV went to visit on Tuesday.

Tebele and Starman Holding are among the defendants in a court case being heard at the New York Supreme Court, concerning a claim over money it allegedly owes to Merchant Factors Corp., a factoring company whose services Onward Brands utilised. The defendants have rejected the claim.

Starman does business under the name Starman New Photonics, an entity whose corporate history boils down to receiving a tax credit from the State of New Jersey earlier this year. Via the Star-Ledger:

The New Jersey Economic Development Authority approved a $37.5 million tax credit for Starman New Photonics, LLC in late June.The company plans to invest $150 million to manufacture high-speed optical transceivers, components used to connect graphics processing units (GPUs) in data centers and considered essential to the AI industry.“Optical transceivers are the backbone of every AI data center, and the country shouldn’t depend on foreign suppliers for something this critical,” said Charles Tebele, CEO of Starman New Photonics.“We’re proud to build that capability here in New Jersey, and to be the first company recognized under the Next New Jersey Manufacturing Program,” he added.Most of the world’s supply of these devices is currently built in Southeast Asia.

The New Jersey Economic Development Authority approved a $37.5 million tax credit for Starman New Photonics, LLC in late June.

The company plans to invest $150 million to manufacture high-speed optical transceivers, components used to connect graphics processing units (GPUs) in data centers and considered essential to the AI industry.

“Optical transceivers are the backbone of every AI data center, and the country shouldn’t depend on foreign suppliers for something this critical,” said Charles Tebele, CEO of Starman New Photonics.

“We’re proud to build that capability here in New Jersey, and to be the first company recognized under the Next New Jersey Manufacturing Program,” he added.

Most of the world’s supply of these devices is currently built in Southeast Asia.

All of which is basically fine, really.

What’s perhaps less fine is the timing of the company’s price pop. We’ve used advanced data visualisation technology to pinpoint the moment this deal became public:

You don’t need a slow-mo cinema camera to notice something weird going on there.