Kraken Robotics Announces Closing of $402.5 Million Public Offering of Subscription Receipts

Core Viewpoint - Kraken Robotics Inc. has successfully completed an offering of Subscription Receipts, raising approximately $402.5 million to partially fund the acquisition of Covelya Group Limited, valued at around $615 million, expected to close in Q2 2026 [1][2]. Group 1: Offering Details - The company issued a total of 47,353,550 Subscription Receipts at a price of $8.50 each, including 6,176,550 from the underwriters' over-allotment option [1]. - The gross proceeds from the offering, after deducting 50% of the underwriters' commission and certain expenses, have been placed in escrow [5]. - The Subscription Receipts will trade on the TSX Venture Exchange under the symbol "PNG.R" [4]. Group 2: Acquisition Information - The net proceeds from the offering will be used to fund part of the cash consideration for acquiring Covelya Group Limited, a provider of underwater technology solutions [2]. - The total consideration for the acquisition is approximately $615 million, excluding transaction costs [2]. - The acquisition is anticipated to close in the second quarter of 2026 [2]. Group 3: Subscription Receipt Conditions - Each Subscription Receipt entitles the holder to receive one common share of Kraken upon the satisfaction of specific conditions related to the acquisition [3]. - If the release conditions are not met by December 31, 2026, holders will receive a cash payment equal to the offering price plus interest earned on the escrowed funds [5]. Group 4: Underwriters - The offering was conducted through a syndicate of underwriters co-led by Scotiabank and Desjardins Capital Markets, including several other financial institutions [6]. Group 5: Company Overview - Kraken Robotics is focused on transforming subsea intelligence through advanced imaging sensors and robotic systems, supporting clients in over 30 countries [10][11]. - Covelya Group has over 50 years of experience in providing underwater technology solutions [12].