GoPro, Inc. has entered into a definitive Agreement and Plan of Merger to be acquired by Action Acquisitions LLC. Upon completion of the transaction, GoPro will merge with a subsidiary of the acquirer and continue as the surviving corporation, becoming a subsidiary of Action Acquisitions LLC.
Key Details
- Merger Consideration: GoPro stockholders will receive $1.14 in cash and 0.1 of a share in the surviving corporation for each share of GoPro common stock they own.
- Termination Fee: GoPro will be required to pay a termination fee of $10 million to the acquirer under certain specified circumstances, including terminating the agreement to accept a superior proposal.
- Closing Conditions: The merger is subject to customary closing conditions, including adoption of the agreement by GoPro's stockholders and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.
- Timeline: The agreement may be terminated by either party if the merger is not consummated on or before December 31, 2026.