Kraken Robotics closes subscription receipt offering

Executive Summary

• Kraken Robotics Inc. closed a public offering of 47,353,550 subscription receipts at $8.50 per receipt, generating approximately $402.5 million in gross proceeds.
• The net proceeds are designated to partially fund the cash portion of Kraken's acquisition of Covelya Group Ltd., a provider of underwater technology solutions, for total consideration of approximately $615 million.
• The acquisition is expected to close in the second quarter of 2026, with subscription receipts trading on the TSX Venture Exchange under the symbol PNG.R.

Key Details

• Offering Structure: Issuance of 47,353,550 subscription receipts, including 6,176,550 receipts from the full exercise of the underwriters' overallotment option.
• Price and Proceeds: Sold at $8.50 per subscription receipt for total gross proceeds of approximately $402.5 million.
• Use of Proceeds: Net proceeds to partially finance the cash portion of the acquisition of Covelya Group Ltd.
• Acquisition Details:
  • Target: Covelya Group Ltd. (leading international provider of mission-critical underwater technology solutions).
  • Total Consideration: Approximately $615 million (excluding transaction costs and subject to customary adjustments).
  • Anticipated Closing: Second quarter of 2026.
• Subscription Receipt Terms:
  • Each receipt entitles the holder to one common share of Kraken upon satisfaction/waiver of conditions (excluding payment of purchase price and conditions satisfied at completion).
  • Escrow: Gross proceeds less 50% of underwriter commissions and certain expenses deposited in escrow with Computershare Trust Company of Canada.
  • Refund Condition: If release conditions are not satisfied/waived by 5 p.m. EST on Dec. 31, 2026, or if the acquisition is terminated, holders receive the offering price plus pro rata interest earned on escrowed funds, and receipts are cancelled.
• Underwriters: Co-led by Scotiabank and Desjardins Capital Markets; includes Canaccord Genuity Corp., Jefferies Securities Inc., TD Securities Inc., Cormark Securities Inc., Raymond James Ltd., and National Bank Financial Inc.
• Trading Information: Subscription receipts began trading on the TSX Venture Exchange under symbol PNG.R (Cusip: 50077N 12 8, ISIN: CA 50077N 12 8 9).

Notable Quotes

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