Inrad to Be Acquired by Luxium for $19M

On Apr 9, 2024

Inrad Optics, Inc. of Northvale, a provider of advanced optical components, assemblies and systems, has entered into a definitive merger agreement to be acquired by Hiram, Ohio-based Luxium Solutions, an affiliate of private equity firms SK Capital Partners and Edgewater Capital Partners, in an all-cash transaction valued at $19 million.

Following the close of the transaction, Inrad Optics will remain a U.S.-controlled and operated company. Luxium, SK Capital and Edgewater are each headquartered in the United States and have a track record as responsible owners of businesses serving the U.S. defense industry.

Under the terms of the agreement, Luxium has agreed to acquire all issued and outstanding shares of Inrad Optics common stock, including common stock underlying its $2.5 million convertible notes and in-the-money stock options, for $1.10 per share in cash. Clarex, Ltd. and Welland, Ltd., holders of Inrad Optics’ $2.5 million convertible notes, have agreed to convert the full principal amount of such notes into common stock, and have entered into a voting agreement in support of the transaction.

Following the closing of the transaction, Inrad Optics expects to benefit from the significant resources, operational expertise and capacity for investment provided by Luxium, SK Capital and Edgewater. Under the new ownership, Inrad Optics will be able to accelerate investments in technologies that are vital to development of next generation bent X-ray crystal monochromators for spectroscopy and plasma fusion applications, and large-format, ultra-high precision optical components and assemblies.

“This transaction delivers immediate and certain value to our stockholders,” said Jan Winston, chair of Inrad Optics’ Board of Directors. “Inrad Optics’ strategic corporate mission has never been more important, and this transaction allows us to maximize value for current stockholders while providing capital for refinancing the business and accelerating the Company’s growth.

“Today’s announcement is a testament to the extraordinary hard work and dedication of our team,” said Amy Eskilson, CEO of Inrad Optics. “SK Capital and Edgewater have a demonstrated record of success building businesses and a desire to support Inrad Optics in advancing our long-term strategic objectives as part of a stronger combined organization with Luxium. As a part of a private company, we will have enhanced flexibility and additional financial resources to build on Inrad Optics’ strong foundation, further scale operations, and capture significant opportunities in rapidly growing markets.”

“In our view, Inrad Optics is a well-positioned and attractive business in ultra-high precision optical components, with an incredible team and multiple opportunities for success,” said Michael Cahill, CEO, Luxium. “Luxium continues to execute on our strategy, and with the addition of Inrad Optics, we remain dedicated to our conviction to focus in materials science solutions and photonic technologies the market demands. We believe Inrad Optics will provide unique and complementary capabilities to Luxium, and our objective is to support the combined team to push the boundaries of innovation, ensuring successful outcomes for our customers.”

The transaction is expected to close mid-2024, subject to customary closing conditions, including approval by Inrad Optics stockholders. Upon completion of the transaction, Inrad Optics’ common stock will no longer be publicly listed. It is expected that Inrad Optics will continue to operate under the same brand and maintain its current headquarters in Northvale, New Jersey.

Needham & Company, LLC is serving as financial advisor to Inrad Optics and Lowenstein Sandler LLP is serving as legal counsel to Inrad Optics.

CriticalPoint Partners, LLC is serving as financial advisor to SK Capital, Edgewater and Luxium, and Latham & Watkins LLP is serving as legal counsel to SK Capital and Luxium.

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