On March 12, 2026, Kraken Robotics Inc. (“Kraken”), a St. John's, Newfoundland-based marine technology company, closed its previously announced bought deal short-form prospectus offering of approximately 47.3 million subscription receipts at an issue price of $8.50 per subscription receipt for gross proceeds of approximately $402.5 million. The offering was conducted through a syndicate of underwriters co-led by Scotiabank and Desjardins Capital Markets, as lead underwriters. The proceeds will be used to partially fund the cash portion of Kraken's $615 million acquisition of Covelya Group Limited (“Covelya Group”), the UK-based international provider of mission-critical underwater technology solutions operating through subsidiary companies Sonardyne International Ltd., EIVA A/S, Forcys Ltd., Wavefront Systems Ltd., Voyis Imaging Inc., and Chelsea Technologies Ltd. The remaining cash portion of the purchase price will be funded through a committed, secured, non-revolving $150 million term credit facility entered into on March 3, 2026 by way of an amendment to Kraken's existing facilities. The share purchase agreement was signed on March 3, 2026 between Kraken, its subsidiary Kraken Robotic Systems Inc., and Sonardyne Holdings Limited, with the acquisition expected to close in the second quarter of 2026 subject to TSX Venture Exchange and other regulatory approvals.
The cross-border nature of the financing required relief from the Canadian securities commissions for the financial statements included in the prospectus supplement, given that the target was a U.K. company complying with U.K. GAAP rather than IFRS as adopted by Canadian issuers. Under the share purchase agreement, the $615 million total consideration (excluding transaction costs and subject to adjustment) is structured as $480 million in cash and $135 million satisfied through the issuance of Kraken common shares to the seller.
Kraken Robotics is a marine technology company transforming subsea intelligence through 3D imaging sensors, power solutions, and robotic systems, with clients across the military and defence, offshore energy, and ocean exploration markets in more than 30 countries. Covelya Group designs, manufactures, sells, and supports high-performance underwater technology for maritime defence and commercial customers globally and has supported exploration of the world's oceans and waters for more than 50 years. The combined organization, headquartered in Canada with operations across Australia, Brazil, Canada, Denmark, Germany, Singapore, the U.K., and the U.S., is expected to have approximately 1,200 employees and more than 450,000 square feet of production capacity worldwide.
Gowling WLG represented Kraken in connection with the acquisition, the bought deal financing, and the credit facility. The acquisition team included Ian Mitchell, Faran Umar-Khitab, Neil Hendron, Warren Cass, Olivia Lifman, Chelsie Taylor, Natalia Castro, Emily Chittick, and Jaanam Mahboobani (Corporate/Securities); Paul Carenza (Tax); Jordan Epstein (Employment); and James Longwell, Natalie Rizkalla-Kamel, and Jasleen Chahal (Intellectual Property). The bought deal financing team included Ian Mitchell, Warren Cass, Lee Sykes, Jaanam Mahboobani, and Peter Sypnowich. The credit facility team included Lisa MacDonnell, Orest Matviychuk, Ian Mitchell, Kaila Scarrow, and Katie Ross.
Osborne Clarke acted as legal counsel to Covelya Group.
Goodmans LLP acted for the syndicate of underwriters co-led by Scotiabank and Desjardins Capital Markets, with a team led by Allan Goodman that included Randy McAuley and Samantha Ramsay.