Kraken Robotics has entered into an agreement to acquire Covelya Group, a leading international provider of mission-critical underwater technology solutions operating through its subsidiary companies: Sonardyne International Ltd., EIVA A/S, Forcys Ltd., Wavefront Systems Ltd., Voyis Imaging Inc., and Chelsea Technologies Ltd.

The Company will acquire Covelya Group for total consideration of $615 million, excluding transaction costs and subject to adjustment, of which $480 million will be paid in cash and $135 million will be satisfied through the issue of common shares of the Company to the seller pursuant to a share purchase agreement dated March 3, 2026, between Kraken, its subsidiary Kraken Robotic Systems Inc. and Sonardyne Holdings Limited.

ACQUISITION RATIONALE

• Positions Kraken as a major supplier of dual-use subsea technology.
• Combined revenue(1) of $365 million in 2025 with a Combined Adjusted EBITDA margin(2) of 24%.
• Acquiring a high growth (24% revenue CAGR(3) since 2023), profitable company with attractive margins.
• Allows for deeper customer relationships in the fast-growing defence and maritime surveillance market.
• Expands product offering and Kraken’s total addressable market in subsea technology.
• Adds strategic locations for geographic expansion and improves business diversification.
• Bolsters technical capabilities with an experienced engineering team and highly advanced facilities.
• Accretive across key financial metrics with opportunity for revenue and cost synergies.
• Maintains balance sheet strength with flexibility to fund future growth.
• Capitalizes on supportive trends in both defence and non-defence sectors, including energy.

COVELYA GROUP BACKGROUND

Covelya Group designs, manufactures, sells and supports high-performance underwater technology for maritime defence and commercial customers globally. Through its subsidiary companies, Covelya Group provides a sophisticated suite of technology and software centered around providing reliable navigation, communication, positioning, imaging, measuring, and monitoring for maritime uncrewed systems, as well as some crewed surface vessels. In addition to being a sub-systems provider, Covelya Group also offers stand-alone capabilities, notably deployed sensors and remotely operated towed vehicles (ROTVs). They are a large, highly profitable, high-growth organization that is expected to report revenue in 2025 of between $249 million and $275 million. Covelya Group is headquartered in the United Kingdom with nearly 750 employees, operating 12 facilities across North America, South America, Europe and Asia Pacific. With a track record of more than 50 years in underwater technology, Covelya Group has a strong history of innovation, quality manufacturing, and customer service in addition to extensive, trusted relationships across a diversified client base.

MANAGEMENT COMMENTS

“We have long admired Covelya Group and its operating businesses and are very pleased to join forces with its talented team,” said Greg Reid, President and CEO of Kraken. “Strategically, this acquisition will provide a unique opportunity to combine two leading subsea technology providers with complementary products, operating in markets with barriers to entry and high growth potential. Additionally, some key customers of Covelya Group are also existing customers of Kraken, providing significant opportunities to create value by cross selling within our overall client base.”

“The combined company will be able to provide more integrated solutions of mission-critical systems for underwater platforms and subsea sensors/monitoring systems,” said Reid. “These key technology systems include Kraken’s subsea batteries and synthetic aperture sonar and Covelya Group’s subsea navigation, positioning, and communications offering. In supplying multiple products and services, Kraken will become a more attractive partner to naval system integrators at a time when industry demand is growing rapidly. This accretive acquisition also enhances our technical capabilities, expands our total addressable market, and improves overall business diversification. We look forward to this combination and the potential to create value for shareholders, customers, employees, and other stakeholders.”

Simon Partridge, Executive Chairman of Covelya, said “We have mutually admired Kraken’s technology alongside its management team and believe this transaction is extremely beneficial to both companies. For Covelya Group, we will be able to leverage Kraken’s experience in the rapidly growing defence and maritime surveillance market while also enhancing our product and service-based offerings. The combined company will have a broad product portfolio and a stable customer base, with in-house technological capabilities required to enable the rapid growth expected for underwater vehicles. As part of a larger and well-capitalized enterprise, we will have a greater ability to re-invest in developing new technologies in addition to addressing the larger, more complex needs of our customers. We are extremely excited about today’s announcement and the opportunity to accelerate the new company’s growth trajectory moving forward.”

STRATEGIC RATIONALE

Creates a Major Supplier for Dual-Use Subsea Technology: This strategic combination advances Kraken’s strategy to deliver market-leading value to customers globally by providing the Company with industry leading subsea technology, increased size and scale, long-standing customer relationships, experienced technical teams and a greater capability to provide integrated solutions. With highly advanced facilities, alongside global manufacturing and sales capabilities, the Company will be well-positioned to continue to drive innovation.

Deeper Customer Relationships in the Fast-Growing Defence and Maritime Surveillance Market: Autonomous platforms within the defence industry currently include ROTVs, remotely operated vehicles (ROVs), autonomous underwater vehicles (AUVs), uncrewed surface vessels (USVs) and stationary sensors, all of which depend on power, navigation, communication, positioning, and imaging sensors. As a result of the Acquisition, Kraken will now be able to provide a more comprehensive and robust technology offering, including each of these mission-critical solutions, across a wider range of platforms. These complementary products, which are currently embedded within a broad group of key defence customers, will allow Kraken to become a more attractive partner to naval system integrators while also earning a greater share of the overall content sold per platform. This combination is timely as defence budgets are increasing globally, and the adoption of autonomous systems as force multipliers in naval military applications continues to accelerate. The increasing trend towards distributed and networked systems is also expected to increase demand for positioning, navigation, and communication solutions.

Expands Product Offering and Kraken’s Total Addressable Market within Subsea Technology: Covelya Group’s technologies provide Kraken greater exposure to new segments of the subsea technology market and enhanced opportunities for revenue growth in both products and services. Kraken will now be able to provide solutions for various autonomous underwater platforms and crewed vessels. Such incremental technology solutions for Kraken includes those that provide navigation, dynamic positioning, underwater communications, subsea data collection, intruder detection sonar, subsea integrity and production monitoring, forward-looking sonars, subsea infrastructure installation, and geohazard monitoring. Covelya Group also provides Kraken with software and integrated system solutions that enable remote and onsite operations and enhanced data collection with features for automation, autonomy and artificial intelligence, built upon over 50 years of demonstrated experience in subsea operations. In addition to the growing demand within the defence industry, the Company’s combined solutions have numerous applications in various commercial end markets.  

Adds Strategic Locations for Geographic Expansion and Improves Business Diversification: Kraken will become a more diversified business in terms of its end markets, product offering, customer base and geographic exposure, by way of this Acquisition. With more than 700 customers on a combined basis, Covelya Group is expected to provide Kraken with additional momentum and growth opportunities with defence customers while also bolstering the Company’s presence and cash flow stream within the commercial market. This broader customer base is also beneficial for feedback to accelerate new product development cycles. Geographically, Kraken and Covelya Group can leverage their respective strengths across different regions, allowing for stronger sales and marketing capabilities for future growth.

Bolsters Technical Capabilities with an Experienced Engineering Team and Access to Highly Advanced Facilities: Both Kraken and Covelya Group share a common culture centered around innovation and technical excellence as evidenced by a combined portfolio of over 110 patents (issued and pending). Over its history, Covelya Group has invested heavily in manufacturing, assembly, calibration, and testing facilities. This Acquisition provides Kraken with important in-house technological capabilities, access to additional research and development for new product development, and a team of engineers with a lengthy track record around innovation. Kraken expects to leverage this expertise across the organization. At closing, the Company will have over 450,000 square feet of production capacity located in key markets globally, and approximately 1,200 employees, including 790 technical staff, comprised of engineers, scientists and technical sales.

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