Velocity One Signs Merger Agreement With EMCORE

Transaction will unite industry leaders to create an emerging force in the aerospace and defense industry

Fairfield, New Jersey (November 8, 2024) – Velocity One, a newly formed aerospace manufacturing holding company, announced today it has signed a merger agreement with EMCORE Corporation (Nasdaq: EMKR) (“EMCORE”), 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 $3.10 per share in cash, backed by Charlesbank Capital Partners (“Charlesbank”), a private investment firm with more than $22 billion of total assets,* has been unanimously approved by the EMCORE board of directors.

Velocity One will now have three industry leaders operating under its wing. In addition to EMCORE, it will comprise Cartridge Actuated Devices, Inc. (“CAD”), a 50-year veteran designer and manufacturer of energetic devices, and Aerosphere Power, a manufacturer of power system solutions for commercial and military aerospace, military ground vehicles, and UAV applications.

“We 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,” said John Borduin, CEO of Velocity One. “EMCORE has excellent technology and offers a large product portfolio. We believe this, combined with our industry experience and shared customer portfolio, puts EMCORE on a new trajectory for growth. With Charlesbank’s investment, EMCORE, CAD, and Aerosphere Power’s businesses can align and be poised for growth while focusing on our collective core philosophies.”

“We see a tremendous opportunity to bring together three leading aerospace manufacturing businesses to create a compelling new player in the market, and EMCORE’s highly engineered proprietary products will be key to driving the platform’s overall success,” said Brandon White, Managing Director at Charlesbank. “We believe Velocity One’s 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 the business.”

Matt Vargas, CEO of EMCORE said, “This 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’ evolving needs and deliver superior solutions. We look forward to the future as part of the Velocity One team.”

Advisors
Skyway Capital Markets, LLC and Launch Point Partners LLC is acting as buyside financial advisors to Velocity. OneFoley & 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.

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.

Fairfield, New Jersey

November 8, 2024