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Rocket Lab recently executed a non-binding term sheet to acquire a controlling ownership stake in Mynaric subject to completing a previously announced restructuring plan and regulatory review process
Rocket Lab Announces Intention to Acquire Mynaric, Leading Laser Communications Provider, in Latest Strategic Step Toward Becoming an End-to-End Space Company
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Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or the “Company”), a global leader in launch services and space systems, today announced it has entered into a non-binding term sheet with certain lenders (together, the “Lenders”) to acquire, subject to receipt of certain governmental approvals including those described herein, a controlling equity position in Mynaric AG (“Mynaric”). Mynaric is a leading provider of laser optical communications terminals for air, space, and mobile applications. The transaction is expected to close following the completion of Mynaric’s previously announced and pending StaRUG restructuring proceedings under German law, the completion of which would result in certain outstanding debt held by the Lenders converting into 100% of the equity of Mynaric (the “StaRUG Restructuring”) – subject to receipt of applicable regulatory approvals.
The acquisition, if accomplished, is expected to further strengthen Rocket Lab’s proven capabilities as a leading launch provider, spacecraft manufacturer, and supplier of satellite components at scale. Rocket Lab may fund this and other future acquisition opportunities with proceeds from equity offerings.
Strategic Importance of the Deal:
- Laser communication has become a pain point for constellation operators, with products not readily available in high volumes at an affordable price. Through previous acquisitions Rocket Lab has proven its ability to take satellite subsystems and components previously only available in subscale quantities with long lead times and make them affordable and available at scale. Rocket Lab intends to do the same with Mynaric’s optical terminals to serve a growing list of customers and large constellations.
- With an initial purchase price expected to be approximately $75 million, representing a fraction of the over $300 million invested in Mynaric to-date, Rocket Lab would establish its first European foothold in Munich, Germany, with a team of 300+ talented engineers and staff, opening up incremental European growth opportunities across Rocket Lab’s products and services offerings.
- Rocket Lab would acquire extensive production assets, Intellectual Property, product inventory and committed backlog related to satellite-to-satellite optical connectivity solutions for next generation constellations, augmenting Rocket Lab’s already extensive portfolio of satellite components, subsystems and software. This acquisition, if completed, would support Rocket Lab’s ability to further vertically integrate the manufacture and management of its own future high-value satellite application ambitions.
A key driver for this proposed acquisition is that Mynaric is already a subcontractor to Rocket Lab, providing CONDOR Mk3 optical communication terminals for the Company’s $515 million prime contract with the Space Development Agency (SDA) to produce 18 satellites for the Tranche 2 Transport Layer-Beta. Mynaric is also a supplier into other SDA contracts, and Mynaric and Rocket Lab share many customers spanning commercial constellation operators, prime contractors, and defense and civil government agencies. Rocket Lab intends to scale production and introduce efficiencies to Mynaric’s existing manufacturing capability to further support SDA and other opportunities, providing these customers with improved confidence and assurance their terminals will be delivered on schedule and on budget.
Rocket Lab founder and CEO Sir Peter Beck said: “We have been very clear about this strategic direction for several years now – Rocket Lab is pursuing every part of the space value chain. We launch our own rockets, we build satellites in constellation volumes, and now we’re closing in on the final step and most valuable part of the space economy – operating our own constellations to provide data and services from space using our newly announced Flatellite spacecraft. Mynaric has paved the way in developing laser technology. Their team and technologies will make a compelling addition to our satellite component portfolio and we look forward to making the technology available at scale for our own constellations and those of our customers.”
The non-binding term sheet entered into with the Lenders provides for a proposed acquisition of Mynaric by Rocket Lab following the completion of the StaRUG Restructuring on terms acceptable to Rocket Lab. After the completion of the StaRUG Restructuring and subject to execution of a definitive agreement, Rocket Lab would acquire 100% of the outstanding equity interests of Mynaric. The initial purchase price is expected to be $75 million payable in either cash or shares of common stock of Rocket Lab, at Rocket Lab’s option, with the potential for additional earn-out consideration based on future revenue targets of the Mynaric business of up to an additional $75 million in shares of Rocket Lab common stock or cash, at Rocket Lab’s option. The initial closing purchase price will also be increased (and the potential earnout consideration correspondingly decreased) to the extent of any additional cash investment by the Lenders or their affiliates in Mynaric after completion of the StaRUG Restructuring and before the closing of the potential acquisition.
The non-binding term sheet provides for an exclusive negotiating period between Rocket Lab and the Lenders and is subject to completion of customary due diligence by Rocket Lab and the negotiation and entry into a definitive purchase agreement between the parties. The definitive agreement will also include customary covenants and closing conditions, including required regulatory approvals and termination rights. There can be no assurances that Rocket Lab will enter into a definitive agreement or complete the acquisition. Mynaric is not a party to the non-binding term sheet and Rocket Lab is not offering to acquire and will not acquire any of the currently outstanding equity interests of Mynaric AG. Among other conditions, the proposed acquisition will be conditioned on the completion of the StaRUG Restructuring and prior elimination of all such outstanding equity interests without any consideration, as contemplated by Mynaric’s previously announced StaRUG Restructuring plan.
About Rocket Lab
Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, satellite manufacture, spacecraft components, and on-orbit management solutions that make it faster, easier, and more affordable to access space. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron small orbital launch vehicle, the HASTE suborbital launch vehicle for hypersonic tests, a family of flight proven spacecraft, and the larger Neutron launch vehicle for constellation deployment. Since its first orbital launch in January 2018, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually. Rocket Lab has deployed 200+ payloads from its launch sites in the United States and New Zealand for private and public sector organizations, enabling operations in national security, scientific research, space debris mitigation, Earth observation, climate monitoring, and communications. Rocket Lab’s family of spacecraft have been selected to support NASA missions to the Moon and Mars, as well as the first private commercial mission to Venus. Rocket Lab has three launch pads at two launch sites, including two launch pads at a private orbital launch site located in New Zealand and a third launch pad in Virginia. To learn more, visit www.rocketlabusa.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the potential acquisition of Mynaric AG from its existing lenders, the terms and conditions of any such potential acquisition, whether such acquisition will occur on the terms set forth in the non-binding term sheet, if at all, and the impact of the acquisition on Rocket Lab’s current and future product offerings and business are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the risks that Rocket Lab and the Lenders will not be able to negotiate and enter into a definitive purchase agreement for the Mynaric business on terms set forth in the non-binding term sheet or at all, the risk that Mynaric’s StaRUG Restructuring is not approved by the German courts or material modified from current expectations, regulatory and other risks associated with Rocket Lab’s ability to complete such an acquisition even if a definitive purchase agreement is executed, litigation and other risks associated with Mynaric’s StaRUG Restructuring, and other factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at www.rocketlabusa.com, which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates and expectations as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
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