GlobalWafers to Acquire Kopin Corp for $686M

Ticker: KOPN · Form: 8-K · Filed: Sep 20, 2024 · CIK: 771266

Sentiment: bullish

Topics: acquisition, semiconductor, merger

Related Tickers: GWRS

TL;DR

GlobalWafers is buying KOPN for $1.21/share, deal worth $686M, closes H1 2025.

AI Summary

Kopin Corporation announced on September 19, 2024, that it has entered into a definitive agreement to be acquired by a subsidiary of GlobalWafers Co., Ltd. The transaction is valued at approximately $686 million, with GlobalWafers set to acquire all outstanding shares of Kopin for $1.21 per share in cash. This acquisition is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.

Why It Matters

This acquisition by GlobalWafers, a major player in the semiconductor materials industry, could significantly impact Kopin's ability to scale its advanced display technologies and potentially lead to consolidation in the microdisplay market.

Risk Assessment

Risk Level: medium — The deal is subject to regulatory approvals and customary closing conditions, which introduces a degree of uncertainty regarding its completion.

Key Numbers

Key Players & Entities

FAQ

What is the total value of the acquisition agreement between Kopin Corporation and GlobalWafers?

The total value of the acquisition agreement is approximately $686 million.

What is the per-share price GlobalWafers is offering for Kopin Corporation's common stock?

GlobalWafers is offering $1.21 per share in cash for each outstanding share of Kopin Corporation's common stock.

When is the acquisition of Kopin Corporation by GlobalWafers expected to be completed?

The acquisition is expected to close in the first half of 2025.

What are the main conditions for the closing of the acquisition?

The acquisition is subject to customary closing conditions and regulatory approvals.

Who is the acquiring company in this transaction?

GlobalWafers Co., Ltd., through a subsidiary, is the acquiring company.

Filing Stats: 1,077 words · 4 min read · ~4 pages · Grade level 13.4 · Accepted 2024-09-20 17:21:47

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 19, 2024 KOPIN CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 000-19882 04-2833935 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 125 North Drive , Westborough , MA 01581 (Address of Principal Executive Offices) (Zip Code) (508) 870-5959 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.01 KOPN Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 8.01 Other Events. On September 20, 2024, Kopin Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Canaccord Genuity LLC , as representative of the underwriters listed therein (the "Underwriters"), relating to the issuance and sale in an underwritten public offering by the Company of 37,550,000 shares of its common stock, par value $0.01 per share (the "Shares") and pre-funded warrants to purchase up to 4,000,000 shares of its common stock (the "Pre-Funded Warrants"). The offering is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-278075), which was declared effective by the SEC on June 4, 2024, and a related prospectus supplement. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 6,232,500 shares of its common stock. The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. The net proceeds to the Company from the Offering are estimated to be approximately $25.0 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of the option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on September 23, 2024, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. As part of the Underwriting Agreement, subject to certain exceptions, certain of the Company's officers and directors agreed not to sell or otherwise dispose of any of the Company's common stock held by them for a period ending 90 days after the date of the Underwriting Agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to th

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing