Velocity One Signs Merger Agreement with EMCORE (EMKR)
Velocity One has signed a merger agreement to acquire EMCORE (EMKR) for $3.10 per share in cash, with backing from Charlesbank Capital Partners. The transaction, unanimously approved by EMCORE's board, will make EMCORE a wholly owned subsidiary of Velocity One. This merger combines EMCORE's inertial navigation solutions with Velocity One's existing portfolio, which includes Cartridge Actuated Devices and Aerosphere Power. The strategic combination aims to strengthen relationships across U.S. and NATO defense programs, with a focus on optimizing efficiency and profitability in aerospace and defense manufacturing.
Velocity One ha firmato un accordo di fusione per acquisire EMCORE (EMKR) per 3,10 $ per azione in contante, con il supporto di Charlesbank Capital Partners. La transazione, approvata all'unanimit脿 dal consiglio di amministrazione di EMCORE, render脿 EMCORE una controllata interamente posseduta da Velocity One. Questa fusione combina le soluzioni di navigazione inerziale di EMCORE con il portafoglio esistente di Velocity One, che include Dispositivi Azionati a Cartuccia e Aerosphere Power. La combinazione strategica mira a rafforzare le relazioni tra i programmi di difesa degli Stati Uniti e della NATO, concentrandosi sull'ottimizzazione dell'efficienza e della redditivit脿 nella produzione aerospaziale e di difesa.
Velocity One ha firmado un acuerdo de fusi贸n para adquirir EMCORE (EMKR) por 3,10 $ por acci贸n en efectivo, con el respaldo de Charlesbank Capital Partners. La transacci贸n, aprobada un谩nimemente por la junta de EMCORE, convertir谩 a EMCORE en una subsidiaria de propiedad total de Velocity One. Esta fusi贸n combina las soluciones de navegaci贸n inercial de EMCORE con el portafolio existente de Velocity One, que incluye Dispositivos de Acci贸n por Cartucho y Aerosphere Power. La combinaci贸n estrat茅gica tiene como objetivo fortalecer las relaciones en los programas de defensa de EE. UU. y de la OTAN, con un enfoque en optimizar la eficiencia y la rentabilidad en la fabricaci贸n aeroespacial y de defensa.
Velocity One电� EMCORE (EMKR)毳� 欤茧嫻 3.10 $鞐� 順勱笀鞙茧 鞚胳垬頃橁赴 鞙勴暣 頃╇硲 瓿勳暯鞚� 觳搓舶頃橃榾鞀惦媹雼�. Charlesbank Capital Partners鞚� 歆�鞗愳潉 氚涭晞 鞚措（鞏挫 鞚措矆 瓯半灅电� EMCORE鞚� 鞚挫偓須岇棎 鞚橅暣 毵岇灔鞚检箻搿� 鞀轨澑霅橃棃鞙茧┌, EMCORE电� Velocity One鞚� 鞕勳爠 鞛愴殞靷皜 霅╇媹雼�. 鞚措矆 頃╇硲鞚� EMCORE鞚� 甏�靹� 頃矔 靻旊（靺橁臣 Velocity One鞚� 旮办〈 韽姼韽措Μ鞓� (旃错姼毽 鞛戨彊 鞛レ箻鞕� Aerosphere Power 韽暔)毳� 瓴绊暕頃╇媹雼�. 鞚� 鞝勲灥鞝� 臁绊暕鞚� 氙戈淡 氚� NATO 氚╈柎 頂勲攴鸽灗 臧勳潣 甏�瓿勲ゼ 臧曧檾頃橁碃, 頃车鞖办＜ 氚� 氚╈渼 鞝滌“鞐愳劀鞚� 須湪靹� 氚� 靾橃澋靹膘潉 斓滌爜頇旐晿电� 雿� 欷戩爯鞚� 霊愱碃 鞛堨姷雼堧嫟.
Velocity One a sign茅 un accord de fusion pour acqu茅rir EMCORE (EMKR) pour 3,10 $ par action en esp猫ces, avec le soutien de Charlesbank Capital Partners. La transaction, approuv茅e 脿 l'unanimit茅 par le conseil d'administration d'EMCORE, fera d'EMCORE une filiale enti猫rement d茅tenue de Velocity One. Cette fusion combine les solutions de navigation inertielle d'EMCORE avec le portefeuille existant de Velocity One, qui comprend des dispositifs activ茅s par cartouche et Aerosphere Power. Cette combinaison strat茅gique vise 脿 renforcer les relations au sein des programmes de d茅fense des 脡tats-Unis et de l'OTAN, en mettant l'accent sur l'optimisation de l'efficacit茅 et de la rentabilit茅 dans la fabrication a茅rospatiale et de d茅fense.
Velocity One hat einen Fusionsvertrag unterzeichnet, um EMCORE (EMKR) 蹿眉谤 3,10 $ pro Aktie in bar zu erwerben, unterst眉tzt von Charlesbank Capital Partners. Die Transaktion, die einstimmig vom Vorstand von EMCORE genehmigt wurde, wird EMCORE zu einer hundertprozentigen Tochtergesellschaft von Velocity One machen. Diese Fusion kombiniert die inertialen Navigationsl枚sungen von EMCORE mit dem bestehenden Portfolio von Velocity One, das Kartuschenausl枚sevorrichtungen und Aerosphere Power umfasst. Die strategische Kombination zielt darauf ab, die Beziehungen in den Verteidigungsprogrammen der USA und der NATO zu st盲rken, mit einem Fokus auf die Optimierung von Effizienz und Rentabilit盲t in der Luft- und Raumfahrt sowie in der Verteidigungsproduktion.
- All-cash transaction at $3.10 per share provides immediate value to shareholders
- Backed by Charlesbank Capital Partners with $22 billion in total assets
- Unanimous board approval indicates strong corporate alignment
- Strategic merger expected to generate synergies across defense programs
- Loss of independence and public company status for EMKR shareholders
- Potential integration challenges merging three different companies
Insights
This merger represents a significant strategic move in the aerospace and defense sector. At
The merger's strategic rationale focuses on combining EMCORE's inertial navigation solutions with CAD's energetic devices and Aerosphere Power's power systems. This consolidation creates vertical integration opportunities and potential cost synergies across the defense supply chain. Charlesbank's backing provides financial stability and growth capital, important for competing in the capital-intensive aerospace sector.
Key value drivers include:
- Enhanced market position in U.S. and NATO defense programs
- Operational efficiency improvements
- Cross-selling opportunities across combined customer base
- Access to growth capital through Charlesbank
This consolidation strengthens the domestic defense manufacturing base at a critical time. The combination creates a more robust supplier for mission-critical components across navigation, power systems and energetic devices - three essential capabilities for modern military platforms. The merger addresses the Pentagon's push for supply chain resilience and domestic manufacturing capacity.
The integration of EMCORE's navigation technology with CAD's energetic devices and Aerosphere's power solutions enables more integrated system offerings, particularly valuable for UAV and autonomous systems markets. This positions the combined entity to capture larger program shares in growing defense segments like unmanned systems and precision guidance.
Transaction will unite industry leaders to create an emerging force in the aerospace and defense industry
FAIRFIELD, New Jersey, Nov. 08, 2024 (GLOBE NEWSWIRE) -- , a newly formed aerospace manufacturing holding company, announced today it has signed a merger agreement with EMCORE Corporation (Nasdaq: EMKR) (鈥淓MCORE鈥�), a provider of inertial navigation solutions to the aerospace and defense industry. Under the agreement, EMCORE will become a wholly owned subsidiary of Velocity One. The purchase price of
Velocity One will now have three industry leaders operating under its wing. In addition to EMCORE, it will comprise (鈥淐AD鈥�), a 50-year veteran designer and manufacturer of energetic devices, and , a manufacturer of power system solutions for commercial and military aerospace, military ground vehicles, and UAV applications.
鈥淲e are excited to bring our playbook to EMCORE, as well as decades of experience operating aerospace and defense manufacturing and engineering businesses and optimizing their efficiency and profitability,鈥� said John Borduin, CEO of Velocity One. 鈥淓MCORE has excellent technology and offers a large product portfolio.聽We believe this, combined with our industry experience and shared customer portfolio, puts EMCORE on a new trajectory for growth. With Charlesbank鈥檚 investment, EMCORE, CAD, and Aerosphere Power鈥檚 businesses can align and be poised for growth while focusing on our collective core philosophies.鈥�
鈥淲e see a tremendous opportunity to bring together three leading aerospace manufacturing businesses to create a compelling new player in the market, and EMCORE鈥檚 highly engineered proprietary products will be key to driving the platform鈥檚 overall success,鈥� said Brandon White, Managing Director at Charlesbank. 鈥淰elocity One鈥檚 talented and motivated management team has the industry expertise, entrepreneurial talent, and reputation necessary to drive meaningful growth at scale, and we remain excited to partner closely with them to execute our shared vision for the future of each business.鈥�
Matt Vargas, CEO of EMCORE said, 鈥淭his merger underscores our commitment to our domestic and international customer base, including strengthening relationships with and generating synergies across a range of high-priority U.S. and NATO defense programs and industrial partners served by all three companies. By combining our strengths with those of Velocity One, we believe EMCORE will be better positioned and resourced to address global customers鈥� evolving needs and deliver superior solutions. We look forward to the future as part of the Velocity One team.鈥�
*Figure as of 6/30/24. Total assets reflects the total of (1) the fair market value (FMV) of investments held by the funds, including all related vehicles; (2) the FMV of investments held by entities included in the Fund IX Overage Program; (3) uncalled committed capital for each fund or related investment vehicle; (4) the FMV of investments held by third-party investors in Charlesbank-sponsored co-investment vehicles, including uncalled committed capital for such vehicles; and, (5) uncalled committed leverage available to the Charlesbank Credit funds.
Advisors
Skyway Capital Markets, LLC and Launch Point Partners LLC are acting as buyside financial advisors to Velocity One. Foley & Lardner LLP is serving as legal counsel to Velocity One.
Craig-Hallum Capital Group LLC is acting as exclusive financial advisor to EMCORE, and Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel to EMCORE.
About Velocity One
As a newly formed aerospace and defense platform, Velocity One brings together EMCORE, Cartridge Actuated Devices, and Aerosphere Power, all committed to delivering cutting-edge solutions and exceptional performance. This strategic combination positions Velocity One as a global leader in aerospace and defense, enabling the company to capture new opportunities, strengthen its market position, and expand its shared customer base. Visit Velocity One at
About EMCORE
EMCORE Corporation is a leading provider of inertial navigation products for the aerospace and defense markets. EMCORE leverages industry-leading Photonic Integrated Chip (PIC), Quartz MEMS, and Lithium Niobate chip-level technology to deliver state-of-the-art component and system-level products across our end-market applications. EMCORE has vertically-integrated manufacturing capability at its facilities in Budd Lake, NJ, Concord, CA, and Tinley Park, IL. EMCORE鈥檚 manufacturing facilities all maintain ISO 9001 quality management certification, and the company is AS9100 aerospace quality certified at its facilities in Budd Lake and Concord. For further information about EMCORE, please visit
About Charlesbank
Based in Boston and New York, Charlesbank Capital Partners is a middle-market private investment firm with more than
Additional Information and Where to Find It
In connection with the proposed transaction among EMCORE Corporation (鈥淓MCORE鈥� or the 鈥淐ompany鈥�), Velocity One Holdings, LP, Aerosphere Power Inc., and Velocity Merger Sub, Inc. (the 鈥淧roposed Transaction鈥�), the Company will file relevant materials with the Securities and Exchange Commission (the 鈥淪EC鈥�), including the Company鈥檚 proxy statement on Schedule 14A (the 鈥淧roxy Statement鈥�). This press release is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the Proposed Transaction. Before making any voting or investment decisions, investors and security holders of the company are urged to read carefully and in their entirety all relevant documents filed or that will be filed with the SEC, including the proxy statement, as well as any amendments or supplements thereto, in connection with the proposed transaction when they become available because they contain or will contain important information about the company, the proposed transaction, and related matters. Investors and security holders will be able to obtain free copies of such documents (when available) through the website maintained by the SEC at http://www.sec.gov, or by visiting the Company鈥檚 website at www.emcore.com or by contacting the Company by email at legal@emcore.com.
Participants in the Solicitation of Proxies
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Proposed Transaction. Information about the directors and executive officers of the Company is set forth in: (i) the Company鈥檚 proxy statement for its 2024 annual meeting of shareholders under the heading 鈥淧roposal 1鈥� (including 鈥淓lection of Directors,鈥� 鈥淓lection of Directors鈥擱ecommendation of the Board of Directors,鈥� 鈥淓lection of Directors鈥擠irector Compensation for Fiscal Year 2023,鈥� 鈥淐ompensation Discussion and Analysis,鈥� 鈥淓xecutive Compensation,鈥� and 鈥淥wnership of Securities鈥擲ecurity Ownership of Certain Beneficial Owners and Management鈥�), which was filed with the SEC on聽January 26, 2024 and is available at ; (ii) the Company鈥檚 Annual Report on Form 10-K for the fiscal year ended September 30, 2023, including under the headings 鈥淚tem 10. Directors, Executive Officers and Corporate Governance,鈥� 鈥淚tem 11. Executive Compensation,鈥� 鈥淚tem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,鈥� and 鈥淚tem 13. Certain Relationships and Related Transactions, and Director Independence,鈥� which was filed with the SEC on December 27, 2023 and is available at ; and (iii) to the extent holdings of the Company鈥檚 securities by its directors or executive officers have changed since the amounts set forth in the Company鈥檚 proxy statement for its 2024 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with the SEC (which are available at EDGAR Search Results ).
Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the Proposed Transaction when such materials become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by the Company will be available free of charge through the website maintained by the SEC at . Additionally, copies of documents filed with the SEC by the Company will be available free of charge on the Company鈥檚 website at .
Forward-Looking Statements
This press release contains 鈥渇orward-looking statements鈥� within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended related to the Company and the Proposed Transaction. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve risks and uncertainties that could significantly affect the financial or operating results of the Company. These forward-looking statements may be identified by terms such as 鈥渁nticipate,鈥� 鈥渂elieve,鈥� 鈥渃an,鈥� 鈥渃ould,鈥� 鈥渆stimate,鈥� 鈥渆xpect,鈥� 鈥渇orecast,鈥� 鈥渇oresee,鈥� 鈥渋ntend,鈥� 鈥渕ay,鈥� 鈥減lan,鈥� 鈥減roject,鈥� 鈥渟hould,鈥� 鈥渢arget,鈥� 鈥渨ill,鈥� and 鈥渨ould鈥� and the negative of these terms or other similar expressions. Forward-looking statements in this press release include, among other things, statements about the potential benefits of the Proposed Transaction, including future plans, objectives, expectations, and intentions, such as uniting industry leaders and creating an emerging force in the aerospace and defense industry, creating growth, driving success, and positioning and resourcing EMCORE to address customers鈥� needs and deliver solutions; and the structure of the Proposed Transaction. These forward-looking statements involve substantial risks and uncertainties that could cause actual results, including the actual results of the Company to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among other things, risks related to the possibility that the conditions to the consummation of the Proposed Transaction will not for any reason be satisfied (including the failure to obtain the approval of the merger agreement for the Proposed Transaction (the 鈥淢erger Agreement鈥�) by the Company鈥檚 shareholders) in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the Proposed Transaction; the ability to retain and hire key personnel; negative effects of the announcement or failure to consummate the Proposed Transaction on the market price of the capital stock of the Company and on the Company鈥檚 operating results, including that the Company鈥檚 stock price may decline significantly if the Proposed Transaction is not consummated; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, which in certain circumstances may require the Company to pay a termination fee; significant transaction costs, fees, expenses and charges; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining employee, customer, or other business, contractual, or operational relationships following the Proposed Transaction announcement or closing of the Proposed Transaction and the diversion of the attention of the Company management from its ongoing business); failure to consummate or delay in consummating the Proposed Transaction for any reason; risks related to the Company鈥檚 ability to manage existing cash resources for operations and continue as a going concern; risks and uncertainties related to sales of the Company鈥檚 businesses, assets, and product lines, and unanticipated adverse effects or liabilities from such divestitures; risks related to restructuring activities, including any resulting disruptions to the Company鈥檚 operations, and costs and expenses incurred, and resulting operational cost savings arising, in connection therewith; the Company鈥檚 ability to remediate the material weakness in its internal controls over financial reporting and its identification of any other material weakness that may adversely affect the accuracy and timing of the Company鈥檚 financial reporting; the rapidly evolving markets for the Company鈥檚 products and uncertainty regarding the development of these markets; dependence on customers or other third parties; difficulties in commercializing new products, including delays and the failure of new products to perform as expected, to be manufactured at acceptable volumes, yields, and cost, to be qualified and accepted by the Company鈥檚 customers, and to successfully compete with products offered by competitors; uncertainties concerning the availability and cost of commodity materials and externally-made specialized product components; actions by competitors; risks and uncertainties related to laws, regulations, and legal proceedings, including litigation matters relating to the Proposed Transaction or otherwise impacting the Company generally, including the nature, cost, and outcome of any litigation and other legal proceedings related to the Proposed Transaction that may be instituted against the parties and others following the announcement of the Proposed Transaction; acquisition-related risks; risks related to the conversion of order backlog into product revenue and the timing thereof; risks related to the financing of the Proposed Transaction; economic changes in global markets, such as inflation and interest rates, and recession; government policies (including policy changes affecting the technology and aerospace and defense industries, taxation, trade, tariffs, immigration, customs, and border actions) and other external factors that the Company cannot control; risks related to intellectual property, privacy matters, and cyber security (including losses and other consequences from failures, breaches, attacks, or disclosures involving information technology infrastructure and data); other business effects (including the effects of industry, market, economic, political, or regulatory conditions); and other risks and uncertainties, including, but not limited to, those described in the Company鈥檚 Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports including the Company鈥檚 Quarterly Reports on Form 10-Q.
A further description of risks and uncertainties relating to the Company can be found in its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov.
There can be no assurance that the Proposed Transaction will in fact be consummated. If the Proposed Transaction is consummated, the Company鈥檚 shareholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. The Company cautions investors not to unduly rely on any forward-looking statements, which speak only as of the date thereof. The Company does not intend to update or revise any forward-looking statements as the result of new information or future events or developments, except as required by law.
CONTACTS
For Velocity One:
Julia McDowell
For EMCORE:
Tom Minichiello, Chief Financial Officer
For Charlesbank:
Ryan FitzGibbon / Alexa Ottenstein / Peter Gavaris
Prosek Partners
FAQ
What is the acquisition price for EMCORE (EMKR) in the Velocity One merger?
Who is backing the Velocity One acquisition of EMCORE (EMKR)?
What companies will be under Velocity One after the EMKR merger?
Has the EMKR board approved the Velocity One merger?
