AEVEX Corp. announced it has entered into a definitive agreement to acquire Maritime Applied Physics Corporation, a developer of autonomous maritime vessels. The acquisition is based on a total enterprise value of $600 million and will be funded through a combination of cash and stock. The agreement also includes a potential $50 million in contingent consideration tied to stock performance and specific revenue and profit milestones.
Key Details
- Transaction Value: The acquisition is based on a total enterprise value of $600 million, subject to customary closing adjustments. The agreement was signed on August 12, 2026.
- Consideration Mix: The seller will receive $350 million in AVEX Class A common stock (12,727,273 shares) and a cash payment for the remainder of the closing consideration. The cash portion will be funded with cash on hand and existing credit facilities.
- Contingent Consideration: The seller is eligible for an additional $50 million in earn-out payments through December 31, 2027. This payment is contingent upon AVEX's 30-day volume-weighted average stock price reaching or exceeding $28.00 and the acquired business meeting specific revenue and gross profit targets from the sale of autonomous vessels under U.S. government contracts.
- Transaction Structure: The deal is structured as a two-step merger intended to qualify as a tax-free reorganization. The number of shares issued will not exceed 19.99% of AVEX's outstanding capital stock. A $5 million escrow account will be established to secure post-closing adjustments.