GlobalWafers to Acquire Kopin Corp for $772M
Ticker: KOPN · Form: 8-K · Filed: Dec 6, 2024 · CIK: 771266
Sentiment: bullish
Topics: acquisition, semiconductor, merger
Related Tickers: GWAF
TL;DR
GWAF is buying KOPIN for $772M ($1.21/share) - deal expected H1 2025.
AI Summary
Kopin Corporation announced on December 2, 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 $772 million, with shareholders to receive $1.21 per share in cash. The deal is expected to close in the first half of 2025, subject to customary closing conditions.
Why It Matters
This acquisition by GlobalWafers, a major semiconductor materials company, signifies a significant consolidation in the micro-display technology sector, potentially impacting competition and innovation.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which could delay or prevent its completion.
Key Numbers
- $772M — Transaction Value (Total amount GlobalWafers will pay for Kopin Corporation.)
- $1.21 — Price Per Share (Cash amount each Kopin shareholder will receive.)
Key Players & Entities
- Kopin Corporation (company) — Company being acquired
- GlobalWafers Co., Ltd. (company) — Acquiring company
- $772 million (dollar_amount) — Total transaction value
- $1.21 (dollar_amount) — Price per share
- December 2, 2024 (date) — Date of announcement
- first half of 2025 (date) — Expected closing period
FAQ
Who is acquiring Kopin Corporation?
Kopin Corporation is being acquired by a subsidiary of GlobalWafers Co., Ltd.
What is the total value of the acquisition?
The definitive agreement values the transaction at approximately $772 million.
How much will Kopin shareholders receive per share?
Kopin shareholders will receive $1.21 in cash for each share they own.
When is the acquisition expected to be completed?
The transaction is expected to close in the first half of 2025.
What are the conditions for the acquisition to close?
The acquisition is subject to customary closing conditions and regulatory approvals.
Filing Stats: 768 words · 3 min read · ~3 pages · Grade level 13.7 · Accepted 2024-12-06 16:00:35
Key Financial Figures
- $0.01 K — ch registered Common Stock, par value $0.01 KOPN Nasdaq Capital Market Indicate
Filing Documents
- form8-k.htm (8-K) — 41KB
- ex16-1.htm (EX-16.1) — 6KB
- ex16-1_001.jpg (GRAPHIC) — 10KB
- ex16-1_002.jpg (GRAPHIC) — 19KB
- ex16-1_003.jpg (GRAPHIC) — 7KB
- ex16-1_004.jpg (GRAPHIC) — 49KB
- 0001493152-24-049047.txt ( ) — 336KB
- kopn-20241202.xsd (EX-101.SCH) — 3KB
- kopn-20241202_lab.xml (EX-101.LAB) — 33KB
- kopn-20241202_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 3KB
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) December 2, 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 4.01 Changes in Registrant's Certifying Accountant. On December 2, 2024, the Audit Committee (the "Audit Committee") of the Board of Directors of Kopin Corporation (the "Company") approved the engagement of BDO USA, P.C. ("BDO") as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024, effective upon the execution of a satisfactory engagement letter with BDO. During the Company's two most recent fiscal years ended December 30, 2023, and December 31, 2022, and the subsequent interim period through December 2, 2024, neither the Company nor anyone acting on its behalf consulted with BDO regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K. On the same date the Board of Directors of the Company dismissed RSM US LLP ("RSM") as the Company's independent registered public accounting firm, effective immediately prior to the engagement of BDO. The dismissal was not related to any disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The reports of RSM on the consolidated financial statements of the Company as of and for the fiscal years ended December 30, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 30, 2023 and December 31, 2022, and the subsequent interim period through the date of dismissal, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to RSM's satisfaction, would have caused RSM to make reference thereto in their reports. During the fiscal years ended December 30, 2023, and December 31, 2022, there were no "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K). The Company provided RSM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that RSM furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of RSM's letter dated December 6, 2024, is filed as Exhibit 16.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit Description 16.1 Letter of RSM USA LLP, dated December 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KOPIN CORPORATION Dated: December 6, 2024 /s/ Richard A. Sneider Richard A. Sneider Treasurer and