Kraken Robotics Inc. (TSX-V: PNG, OTCQB: KRKNF) announces that, through a subsidiary, it has signed a definitive agreement and plan of merger (the “Agreement”) to acquire 100% of the shares of 3D at Depth, Inc., a leading American subsea technology and services company specializing in high resolution LiDAR imaging and measurements.
Under the terms of the Agreement, Kraken will indirectly acquire 3D at Depth for $17 million in cash subject to adjustment for, among other things, any debt indirectly assumed or paid out on closing and to customary working capital adjustments (the “Transaction”). The Transaction remains subject to customary closing conditions, including, without limitation, consent of Kraken’s primary lender and is expected to close on or about April 1, 2025. Transaction details are provided below.
3D at Depth Background
With a 15-year track record, 3D at Depth’s headquarters and production facility are based in Longmont, Colorado with offshore service operations based out of Houston, Texas, and satellite offices in Norwich and Aberdeen, UK. 3D at Depth employs 56 people and provides underwater LiDAR technology and services resulting in comprehensive, accurate data to enable informed decision making on underwater assets and infrastructure in a cost-effective, low risk manner. The company’s services are driven by its in-house, patented underwater LiDAR technology. 3D at Depth has grown revenue at a 20% CAGR over the last three years and reported 2024 unaudited US GAAP revenues of $14 million, gross profit of $8.4 million (60%), and $1.1 million of Operating Income. Over the last three years, 3D at Depth has seen average project value increase by over 45% as demand for its subsea LiDAR technology is driven by customer needs for higher accuracy, enhanced data resolution, and insights for the safe and cost-effective management of underwater assets and infrastructure.
Strong Team with Extensive Operational Know-how – 3D at Depth has experienced management and highly specialized engineers, technical teams, and operational personnel that have completed over 450 projects in 18 countries across six continents. It offers a broad range of services including measurement, inspection, surveying, diagnostics, and asset monitoring and trending solutions with underwater LiDAR technology having been integrated onto various survey platforms including diver platforms, remotely operated vehicles (ROVs), remotely operated towed vehicles (ROTVs), crawlers, and uncrewed underwater vehicles (UUVs). 3D at Depth’s technical expertise, operational excellence and service delivery capabilities for the marine survey market are complementary to Kraken’s existing service business.
Strong Customer Relationships and High Client Repeatability – With proven technical solutions developed over the last 15 years, 3D at Depth has an attractive and diversified customer base consisting of leading companies in offshore oil and gas and other underwater industries. The company has more than 60 global clients and over 25 Master Service Agreements (MSAs). They are the preferred technological solution by underwater asset owners and are often written into the technical specifications of tenders. A significant portion of 3D at Depth’s offshore survey revenue is generated in the US, but it has completed over 1,000 service metrologies to date across six different continents.
3D at Depth’s customer base. (Image credit: Kraken)
Demand for Technology Solutions is Solid – Kraken expect the demand for 3D at Depth’s data solutions to only increase, especially as offshore operators continue to embrace digital twin technology. 3D at Depth serves a blue-chip global client base in the energy sector, including offshore oil and gas, nuclear, hydroelectric industries, defense and security, and marine science and research fields. The main applications of underwater LiDAR are in dimensional control, subsea metrology, field mapping, leak detection, and asset monitoring and inspection. In addition to geographic expansion and existing client growth, it is well positioned to diversify in emerging markets such as offshore wind, aquaculture, and subsea mining.
Synergies Available – Kraken estimates the combined company can drive cost synergies across supply chain, facilities, insurance, and professional fees. In addition, Kraken will be able to take advantage of synergies to advance the development of technology on platforms more quickly and more efficiently. The combined company’s platforms will have a strong R&D feedback loop as new technologies are deployed, tested, and iterated in Kraken’s services business.
3D at Depth’s Subsea LiDAR Complements Kraken’s SeaVision Laser Scanner Expertise – Kraken began SeaVision development in 2017 and funded development through a combination of product sales, government project funding, and commercial service contracts with major oil and gas operators to drive R&D. Kraken’s SeaVision systems have acquired dozens of terabytes of subsea data for offshore oil and gas and renewable energy customers across multiple countries including Brazil, Canada, Denmark, Estonia, Germany, Nigeria, Norway, and Poland.
3D at Depth’s Underwater LiDAR technology complements Kraken’s SeaVision suite by providing extended range, particularly in challenging (>300m) water depth conditions, and unique capabilities, such as non-contact vibration and temperature measurement. 3D at Depth’s expertise in Remote Operations also enables scalable, fully remote metrology solutions.
With this combined capability, Kraken and 3D at Depth now offer customers a “best-of-breed” toolbox for subsea optical metrology and asset integrity measurement. Kraken will also expand its service and rental pool, featuring the largest fleet of leading edge, proprietary subsea optical LiDAR systems in the industry with more than 20 sensors available and additional units in production to meet growing customer demand.
“The acquisition of 3D at Depth builds upon Kraken’s expertise in subsea optical systems, developed through our SeaVision product line, and significantly expands our subsea service offering by adding high-value, high-margin solutions that feature differentiated capabilities,” said Greg Reid, President and CEO of Kraken Robotics. “With 3D at Depth, we are acquiring an industry leader with an established customer base, strong gross margins, and gain an expanded presence in the United States, with new offices in Texas and Colorado. This acquisition immediately strengthens our presence in the US Gulf region, complementing our historically strong book of subsea services work in Northern Europe. This also provides Kraken with a strategic entry point into the US market. Following completion of the acquisition, Kraken will be able to offer a more comprehensive suite of world-class subsea acoustic and optical imaging technologies and services, reinforcing our SAS, SeaVision and SeaPower capabilities. Additionally, establishing our first US-based facilities enhances our ability to scale manufacturing operations in the US as demand continues to grow.”
“We are excited to close this transaction and bring together our high-resolution LiDAR technology with Kraken’s advanced suite of subsea imaging products and services,” said Carl Embry, Founder and CEO of 3D at Depth. “Integrating with Kraken enables us to accelerate our growth plans by expanding into new geographic markets where Kraken already has an established footprint. In addition, our combined technology and service offerings allow us to bring enhanced and more complete solutions to both of our client bases throughout the lifecycle of their operations.”
