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Unanimously Recommended by Special Committee of the Astra Board of Directors
Astra Space, Inc. ("Astra" or the "Company") (NASDAQ:ASTR) announced today that it has entered into a definitive merger agreement pursuant to which the acquiring entity (the "Parent") has agreed, subject to customary closing conditions, to acquire all shares of Astra common stock not already owned by it for $0.50 per share in cash. On March 6, 2024, the closing price of Astra's Class A common stock was $0.86 per share.
The Parent was formed by Chris Kemp, Astra's co-founder, chief executive officer and chairman, and Dr. Adam London, Astra's co-founder, chief technology officer and director. The Parent is expected to be owned, at the closing of the transaction, by a number of long-term investors of the Company and its predecessor, including Mr. Kemp and Dr. London.
A special committee (the "Special Committee") of the Board of Directors of the Company (the "Board"), comprised solely of independent and disinterested directors, advised by its own independent financial and legal advisors, and taking into account Astra's current liquidity situation, among other factors, determined that the proposed transaction is in the best interests of Astra and the holders of Astra's common stock other than Chris Kemp, Dr. Adam London and their respective affiliates and unanimously recommended that the Board approve the transaction. Acting upon the recommendation of the Special Committee, the Board approved the transaction, with Chris Kemp, Dr. Adam London and Scott Stanford abstaining from the vote. SherpaVentures Fund II, LP, an affiliate of Scott Stanford, has agreed to contribute its Astra Class A common stock, Senior Secured Convertible Notes due 2025 and Common Stock Warrants to Parent in exchange for equity and warrants of Parent in connection with the transaction.
The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions. The transaction has been approved by the written consent of the holders of the requisite number of shares of Astra's common stock, such that no additional stockholder approval is required.
Posted In: ASTR
