Redwire, a leader in space infrastructure for the next-generation space economy, announced that it had signed a definitive agreement to acquire Edge Autonomy, a leading provider of field-proven uncrewed airborne system (UAS) technology. Under the merger agreement’s terms, Redwire will acquire Edge Autonomy for $925 million on a debt-free, cash-free basis and subject to customary working capital, cash, and debt adjustments.
The merger consideration is expected to be paid using $150 million in cash and $775 million in shares of Redwire common stock, based on the volume-weighted average trading price on the NYSE for the 30 trading days ending on January 17, 2025, of $15.07 (30-day VWAP). The deal financing and closing details are as described below. Following the merger, Edge Autonomy and its subsidiaries would be wholly-owned subsidiaries of Redwire.
The deal is expected to transform Redwire into a global leader in multi-domain autonomous technology, broadening its portfolio of mission-critical space platforms to include combat-proven autonomous airborne platforms. And immediately upon closing, the deal is expected to be accretive to Redwire’s revenue, Adjusted EBITDA, and Free Cash Flow. For the 12 months ended December 31, 2025, Redwire, as a combined company, is forecasting full-year revenues of $535 million – $605 million and Adjusted EBITDA of $70 million – $105 million with positive Free Cash Flow, assuming the transaction had been consummated on January 1, 2025.
Launched in 2021 through the merger of UAV Factory and Jennings Aeronautics, Edge Autonomy harnesses over three decades of experience developing uncrewed and autonomous technology systems. And Edge Autonomy is vertically integrated with proven capabilities, extensive mission heritage, and strong relationships with U.S. Department of Defense, Special Operations Forces, and allied governments. Edge Autonomy’s fleet of UAS technology, such as its Stalker series and Penguin series, is optimized for long endurance and long-range reconnaissance missions and can be deployed quickly for time-critical operations.
Executing on multiple programs of record, these capabilities are critical for the modern warfighter to collect crucial information and make informed decisions quickly and effectively. The combination of Redwire and Edge Autonomy is expected to create a transformative, multi-domain, scaled, and profitable space and defense tech company focused on converging integrated autonomous, AI-enabled multi-domain operations for defense and national security. For the last 12 months ended September 30, 2024, Edge Autonomy achieved revenues of $222 million and Adjusted EBITDA of $72 million.
Redwire has also strengthened and grown its position as a critical defense technology provider by scaling its national security space business and investing in enhanced capabilities. And Redwire recently added two space platforms to its technology portfolio, Thresher and Mako, designed for software-defined, AI-enabled, autonomous operations in low Earth orbit, medium Earth orbit, and geostationary orbit. Plus, Redwire is currently developing Very Low Earth Orbit spacecraft or “orbital drones” that bridge the gap between airborne and space-based systems. The addition of Edge Autonomy’s UAS technologies with these capabilities expands its coverage across multiple domains and is expected to create new integrated capabilities for our customers that leverage connectivity across space and airborne operations.
Based in San Luis Obispo, California, Edge Autonomy has a team of more than 600 employees worldwide. With over 265,000 square feet of manufacturing and production capabilities across the U.S. and Europe, Edge Autonomy’s experienced team delivers proven solutions based on real-world mission needs.
Redwire will pay the purchase price for the acquisition in a combination of $150 million in cash and $775 million in shares of Redwire common stock issued at $15.07, the 30-day VWAP. And the deal consideration positions Redwire with a stronger balance sheet and enhanced credit quality due to significant cash flow accretion, better operational scale, and commercial diversification.
The deal is subject to customary approvals and closing conditions, including a Redwire stockholder vote and regulatory approvals, and is expected to close in the second quarter of 2025.
Along with the approval by Redwire’s Board of Directors, the transaction has also been approved by a special committee of the Board composed entirely of independent directors with respect to Redwire and AE Industrial Partners, LP, and its affiliates (AEI).
J.P. Morgan Securities and GH Partners are financial advisors, and Holland & Knight LLP is Redwire’s legal advisor. Roth Capital Partners serves as a financial advisor, and Richards, Layton & Finger, P.A. serves as legal advisor to a special committee of the Board of Directors. Citi is serving as a financial advisor, and Kirkland & Ellis is serving as a legal advisor to Edge Autonomy.
KEY QUOTES:
“The combination of Redwire and Edge Autonomy creates a uniquely positioned space and defense company focused on two of the fastest growing trends in defense technology. As space and airborne platforms converge into an integrated network of autonomous, collaborative systems, Redwire will be poised to provide end-to-end solutions for multi-domain operations from the surface of the earth to the surface of the moon and beyond.”
– Peter Cannito, Chairman and CEO of Redwire
“We are extremely excited to join forces with Redwire and merge two industry leaders in advanced multi-domain technologies. Both companies are committed to technology innovation, reliability and satisfying customer demand, and we see significant synergies within our collective capabilities that will positively impact both businesses and enable continued growth.”
– Steve Adlich, CEO of Edge Autonomy