Good afternoon, welcome to the Kraken Robotics conference call. As a reminder, all participants are in listen-only mode. The conference is being recorded and will be webcast along with the slide deck, which can be found on Kraken Robotics website. My name is Gaylene, I will be your operator today. Please note that there will not be a question and answer session following today's call. The call will be concluded following the company's prepared remarks. Should you need assistance during the conference call, you may reach an operator by pressing Star then zero. I would now like to turn the conference over to Shant Madian, Director of Capital Markets.
Thank you, operator, and thank you everyone for joining Kraken Robotics on this call to discuss our strategic acquisition of Covelya Group and our outlook for the combined company. Joining today's call from Kraken Robotics is Greg Reid, President and CEO, and Joseph MacKay, Chief Financial Officer. Before we begin, I'd like to remind everyone that certain statements made during this call may be forward-looking in nature. Matters discussed, including management estimates, statements involving known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied in our forward-looking statements, which reflect the company's judgment based on information available at the time of this call.
I would also like to refer you to the forward-looking statements and additional detail on non-IFRS financial measures we have provided in our press release and presentation, along with our most recent prospectus, which are available on SEDAR+. Unless otherwise stated, all dollar amounts mentioned are denominated in Canadian dollars. I'll now pass the call over to Greg Reid, our President and CEO. Greg.
Thanks, Shant. We're very excited about today's announcement, where two leaders in underwater technology will combine to create a global supplier and solutions for maritime security and critical underwater infrastructure inspection at a time when demand is growing rapidly. Although Kraken and Covelya operate in the same industry, there is very little overlap in our products and services, providing us with significant opportunities to create value and deeper customer relationships. Where Kraken is a leader in subsea batteries and synthetic aperture sonar, Covelya is a leader in subsea navigation, positioning, monitoring, and communications with an extensive track record of over 50 years. These technologies are considered mission-critical for the performance of various underwater platforms, in particular unmanned vehicles. Together, we will now provide critical technologies that power these unmanned systems and enable them to see, hear, and communicate across all maritime environments.
In addition to expanding our product offering, this highly strategic and accretive transaction does three things: accelerates our growth potential, it expands our total addressable market within the ocean economy, and it enhances our in-house technical capabilities, including additional production capacity at a time when the ability to scale efficiently is essential. The combined company will be a much larger entity with expected revenues of approximately CAD 360+ million in 2025. Strong profitability margins and attractive growth profile in both defense and commercial end markets. With greater critical mass alongside the ability to offer more integrated solutions to customers, Kraken will be able to address the larger and more complex needs of its global customers while also maintaining the flexibility to reinvest in new product development. We believe this will create new opportunities for high margin and scalable growth.
Our acquisition of Covelya, which is expected to close during the second quarter of this year, equates to a purchase price of CAD 615 million or approximately 9.7x adjusted EBITDA that is expected for 2025. The financing structure for this transaction includes a new CAD 150 million credit facility, a public offering of subscription receipts for gross proceeds of CAD 350 million and CAD 135 million of Kraken equity issued to the Covelya shareholders. This favorable structure maintains our balance sheet strength and continues to provide us with financial flexibility to fund future growth opportunities. The company will continue to be led by the Kraken executive team alongside key members of the Covelya Management Team.
I would also note that some key customers of Covelya are also existing customers of Kraken, which we believe will provide significant opportunities to create value and cross-selling within our overall client base. To ensure we better serve our customers and capitalize on new business development opportunities, we plan to structure the organization around 2 market-facing business units going forward, being defense and commercial. Our strategy at Kraken has always been centered around delivering market-leading value to our customers through a portfolio of leading-edge technologies and a culture centered around innovation. We have successfully been able to accomplish this strategy through a combination of organic growth, strategic M&A, and financial discipline. Our acquisition strategy is based around identifying opportunities that can do 4 things. First, enhance our competitive position. Second, add to our technical capabilities and customer offerings. Third, accelerate or unlock our growth potential.
Finally, improve our financial position. Our acquisition history to date, including the acquisition of our subsea battery business in 2017, followed by tuck-in acquisitions that bolstered our commercial service offerings, have been a tremendous success. These transactions provided us with new products or services, allowed us to enter new markets and enhance our diversification. Since acquiring these businesses, we have also benefited through significant organic growth and improved profit margins to realize efficiencies. Our transaction today with Covelya fully aligns with both our corporate and M&A strategy. It does 5 things. First, it allows us to deepen our relationships with customers, in particular in the fast-growing defense and maritime surveillance market. Second, it expands our product offering and overall reach by increasing both the overall content we can sell per platform and the number of platforms we can ultimately serve. Third, it adds strategic locations for geo-geographic expansion.
Fourth, it improves our overall business diversification. Finally, it significantly increases our ability to meet the rapid growth we expect for underwater vehicles and systems by gaining an even deeper team of engineers and scientists and accessing highly advanced production facilities. By acquiring a high-growth, highly profitable company in Covelya, we are also strengthening our financial outlook. This transaction is very accretive to our financial metrics with opportunities for both revenue and cost synergies. Joe and I will discuss these strategic merits in greater detail throughout the call. Many of you from the investment community may not be familiar with Covelya, which is a private, family-owned and operated business headquartered out of the U.K. They have a deep history that dates back to the early 1970s, highlighting their extensive experience and long-standing relationships with both industry partners and customers.
The group is owned by the Partridge family, with Simon Partridge as their executive chairman. I'm pleased to report that Simon will be joining Kraken upon closing of this transaction as our new Chief Strategy Officer, along with other key members of their management team. The group operates through six subsidiary entities, including Sonardyne, EIVA, Forcys, Wavefront, Chelsea Technologies, and Voyis, which are well-known and highly respected within the industry. Across these operating entities, Covelya has built a suite of mission-critical technology centered around navigation and positioning, communications and monitoring, sonar systems, optical sensors, platforms, and proprietary software solutions, all of which are highly complementary to Kraken. Covelya employs around 750 staff with over two-thirds that are technically focused that are located across 12 offices in eight countries.
Covelya's combined businesses are expected to generate over CAD 260 million of revenue in the just completed 2025 year based on the midpoint of ranges estimated by management. The group of companies are highly profitable and are expected to generate adjusted EBITDA of over CAD 60 million in 2025, equating to an EBITDA margin of 24%. In comparison to 2023, this revenue and adjusted EBITDA grew at a compound annual growth rate of 24% on the top line and 41% on the EBITDA line, respectively. Taking a step back, I think it's important for people to understand the structure and the segments within the subsea technology market. The products that Kraken and Covelya provide are technologies that are situated in various underwater platforms.
Our solutions are flexible and can be integrated into underwater systems and platforms of various sizes, from extra large UUVs, otherwise known as XLUUVs, to smaller stationary sensors that sit on the ocean floor. These ocean technology platforms that we sell into include remotely operated vehicles, autonomous underwater vehicles, stationary sensor systems, uncrewed surface vessels, crewed vessels, and in certain instances can include divers. As a result of the transaction, Kraken will have a broader set of capabilities and a full suite of critical technology systems that give us greater exposure to each of these underwater platforms. The combination of our companies provides a highly complementary fit with little product overlap.
This combination provides us opportunity to gain a significant share of the overall content sold per platform, creates opportunities for cross-selling across our respective customer lists, and provides us with multiple channels to grow our business across both product and service offerings. Taking a closer look at the content sold on a platform. If you look at a AUV, for example, Kraken will expand from being a power and sonar supplier to providing broader capabilities around communication, navigation, and positioning, as well as other solutions such as forward-looking sonars and cameras and laser scannings for imaging. The performance of these underwater platforms is directly linked to how well they're able to sense their environment and process this data to make sense of their surroundings and to make intelligent decisions. Hence, having highly accurate instruments embedded as part of the payload within a platform is considered mission-critical technology.
Furthermore, when these instruments are more tightly integrated, it enhances the efficiency of a vehicle's battery usage, which is a highly valuable thing for customers. We believe more integrated offerings will provide opportunities to deepen relationships with customers, enabling Kraken to become not just a supplier for underwater vehicles, but the supplier for most of their UUV components and subsystem needs. For those following along on the webcast or accompanying, or the accompanying slides on our website, you will see a customer list that shows a number of large, well-funded, and well-known defense and commercial clients for both Kraken and Covelya. These customers include defense names such as HII, Anduril, Cellula Robotics, Ocean Aero, Teledyne, and numerous Five Eyes and NATO navies, including the U.S. Navy, the U.K. Royal Navy, the Royal Australian Navy, the Royal Canadian Navy, and more.
On the commercial side, we have direct relationships with energy companies as well as their service providers with customers such as Ashtead, BP, Equinor, Fugro, Ocean Infinity, Oceaneering, Petrobras, Saipem, and Subsea 7, amongst more. The combined company will have a client list of over 700 customers, positioning the company for growth across a highly diversified customer base. Both Kraken and Covelya's technologies are built and tested for harsh operating environments. These dual-use technologies are used confidently by both defense and commercial customers. The technologies we're gaining through this transaction with Covelya significantly increase our overall capabilities and expand our total addressable market for subsea technology applications. Some examples of incremental capabilities include Covelya's Sentinel Intruder Detection Sonar, which is a underwater perimeter security solution that's used to protect critical infrastructure from subsea threats.
With an industry-leading position, this technology can detect, track, and classify underwater targets out to a range of 1.5 km. This product is seeing strong growth in areas such as port and harbor security and protection of underwater infrastructure. Think power plants, LNG facilities, desalination plants, and dams. On the commercial side, Covelya has numerous environmental monitoring sensors that are applicable for leak detection, monitoring compliance for ship ballast water and exhaust, as well as specialized solutions for offshore energy and ocean science, such as on-demand ocean bottom nodes and sensors for tsunami warning systems. Covelya's software business division, EIVA, is another incremental opportunity for Kraken for both our products and services. Their software allows for enhanced interpretation of large sets of real-time data and integrated solutions for the automation of ROV equipment.
The addition of new software specialists is something we are very excited about as we think about integrating this team with our team of data and scientists. Some additional business opportunities that we will gain through this transaction include technologies that are used for anti-submarine warfare, carbon capture and storage, stationary sensor network systems, subsea communication strategies, and integrity monitoring of the ocean floor. The addition of Covelya will significantly improve our business diversification in terms of our geographic mix, customer base, and end market exposure. The combined company will have facilities and offices located across eight key markets, strategically expanding our presence globally and bringing enhanced sales and marketing capabilities. Kraken will have a more balanced mix between defense and commercial end markets based on expected revenue in 2025, which provides Kraken with a larger cash flow base and additional growth opportunities.
Moving forward, we expect the defense segment to represent the larger growth area and mix for the combined business. Covelya's larger client base also reduces customer concentration for the combined entity, as the top 10 customers of our combined entity will represent approximately 50% of revenues in the year just completed, 2025. One of the key strategic merits of this combination is enhanced technical capabilities. This is a factor in maintaining industry leadership by driving new product development. These enhanced capabilities are evidenced by a strong portfolio of over 110 intellectual property patents on a combined basis, a large technical staff of almost 800 engineers, scientists, and experienced technical sales staff with an expertise in the subsea domain, and significant production capacity of over 450,000 sq ft.
With added scale and expertise, we will be able to tackle the more complex needs of our customers. In addition to our current facilities, Covelya has made substantial investments in facilities located in the U.K., North America, South America, Europe, and Asia Pacific. These advanced facilities allow for testing and calibration, product development and manufacturing capabilities, software development, training, repairs, and customer support. These in-house capabilities and access to additional production capacity are critically important at this juncture in our industry when suppliers must be capable of meeting the growing needs of their customers in a cost-effective manner. These facilities complement our current manufacturing capabilities, including our newest battery manufacturing plant in Halifax, Nova Scotia, which is set to soon begin commercial production at the end of this quarter. I'll now pass the call over to Joe to discuss the financial benefits of the transaction. Joe?
Great. Thanks, Greg, and thanks, everyone, for joining us on such short notice. As mentioned earlier, Covelya is a highly profitable organization that provides Kraken with additional growth opportunities in both defense and the commercial markets, as well as a significant base of revenue and cash flow. Both Kraken and Covelya have had similar growth trajectories over recent years. Combined revenues and adjusted EBITDA have grown 24% and 39% respectively since 2023. On a combined basis, the company's revenue is expected to be CAD 365 million in 2025, adjusted EBITDA of CAD 88 million based on the midpoint of management's estimates. These results equate to a strong EBITDA margin of 24%.
Looking forward, we expect this acquisition to be immediately accretive to our financial results and generate low to mid double-digit earnings per share accretion in 2027, including CAD 10 million in expected cost synergies. These synergies, which are expected to be realized over the next 24 months, include efficiencies in combined supply chain, facilities, R&D, technology systems, other admin optimization initiatives. Although we believe there are opportunities for revenue synergies over time, such as cross-selling of our products to our customer base or new product enhancements through our combined technologies, we have not included these assumptions in our increase in metrics. Our financing structure for this acquisition allows us to maintain a strong balance sheet with an expected leverage ratio of approximately 0.8 times adjusted EBITDA at closing. We expect this ratio to improve in the near to midterm through combined EBITDA growth and debt repayments.
In our press release earlier today, we provided preliminary year-end 2025 results for Kraken as well as 2026 standalone guidance, excluding any contribution from the announced acquisition today. Our 2025 financial results were the highest in the company's history, with revenue expected to be between CAD 102 million and CAD 104 million and adjusted EBITDA between CAD 24 million and CAD 26 million. These results were driven by record results in our subsea battery and SAS products, as well as strong results in our service division. Due to the timing of KATFISH product orders and the near completion of the Royal Canadian Navy RMDS project, our sonar-related revenue, however, was slightly weaker than expected. We will be reporting our audited year-end financial results in mid-April.
On a standalone basis, our outlook for 2026 remains strong, with revenue in the CAD 165 million-CAD 175 million range and adjusted EBITDA in the range of CAD 40 million-CAD 50 million. This guidance is based on existing and expected purchase orders from current and new customers, continued organic growth across our business, a full year's contribution from 3D at Depth acquisition in 2025. Consistent with prior years, we do expect revenue to be weighted towards the second half of the year in 2026. As the market for subsea technology continues to expand alongside the growing adoption of autonomous vehicles, we expect continued growth in the long-term outlook for Kraken and Covelya. At closing, which is expected during the second quarter, we will release 2026 guidance for the combined entity.
I'll now pass it back to Greg for some closing remarks.
Thanks, Joe. This combination of Kraken and Covelya is highly transformative for both companies and will create a larger pure-play subsea technology company serving the global maritime security and critical underwater infrastructure markets. Furthermore, this transaction meets each of the strategic criteria we seek as part of our M&A framework and aligns with our overall corporate strategy. In summary, it does four things. First, it enhances our competitive position as a top-tier integrated supplier. It bolsters our technical expertise and overall capabilities. It unlocks new growth potential for the business and new products and markets, and it improves our financial position and profile. We are extremely excited about this opportunity and look forward to creating value for our customers, employees, shareholders. Thank you very much and we're very excited to work together with the Covelya Team going forward.
I'll now pass the call back to Shant for some additional comments. Shant?
Thanks, Greg. As a reminder, copies of our press release and slide deck, which provide additional details pertaining to our announced acquisition of Covelya Group, can be found on Kraken Robotics' website. Thanks again to everyone for joining. Operator?
Thank you. Ladies and gentlemen, this concludes today's call, and we thank you for your participation. You may now disconnect.