Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (NASDAQ:
KITT), a developer of autonomous vehicles and robots for data
collection and intervention services for offshore industries,
announced the execution of a definitive agreement to acquire 3D at
Depth, Inc. (“3D”), a global leader in commercial subsea laser
LiDAR (Light Detection and Range) inspection and data services, for
approximately $34 million in stock, before certain purchase price
adjustments and the assumption of debt.
This strategic acquisition enhances Nauticus’
full spectrum of autonomous underwater maritime capabilities,
including integrated sensor solutions and data collection and
analysis. It expands market reach and increases the
value and utilization of Nauticus’ Fleet assets.
“The future of subsea services lies in autonomy,
data gathering, and analytics,” said Nicolaus Radford, Nauticus’
Founder and CEO. “LiDAR has long since been core to terrestrial
autonomy and by adding 3D’s capabilities to the Nauticus Fleet, we
enhance autonomous vehicles in the offshore market. This
acquisition increases the value of Nauticus’ fleet services and
positions the Company to capitalize on data acquisition and
analytics for subsea operations.”
Compelling Strategic and Financial
Benefits
-
Accelerates commercial market penetration:
Nauticus expects to capitalize on existing Master Service
Agreements and contracts to shorten sales cycles, providing
compelling growth and cross-selling opportunities. 3D has broad
customer relationships, including several companies in Nauticus’
sales pipeline.
- Broadens
IP portfolio: Nauticus will assume 11 patents for a
leading position in underwater optical measurements and inspection,
with an additional 19 pending. This portfolio bolsters the
Company’s existing Intellectual Property for subsea robotics and
autonomy.
- Expands
target market: Nauticus expects to benefit from growing
usage of 3D’s laser LiDAR by 3rd party operators in the industry,
accessing a larger part of the offshore market. The laser LiDAR
service also integrates into the Nauticus Fleet, enhancing unit
economics.
-
Established operational expertise: As Nauticus
scales up domestic and international offshore service operations in
2024, 3D’s experience from delivering more than 850 commercial
projects across six continents will complement Nauticus’ existing
offshore expertise.
- Accretive to per share
metrics: The transaction is expected to be accretive to
Nauticus’ 2024 revenue per share, earnings per share, and cash flow
per share. During 2022, 3D generated $9.8 million of revenue with a
gross profit margin in excess of 60%, and it is on track to grow
revenue by more than 20% in 2023.
“In addition to the compelling strategic and
financial benefits of this deal, the acquisition will add momentum
to our commercial growth trajectory,” Radford continued. “By adding
3D’s technology, offshore inspection and data service, and
experienced team, Nauticus expands our addressable market and
accelerates our customer penetration in the offshore energy and
renewables industries.”
Founded in 2009, 3D is a pioneer in the world of
underwater laser LiDAR technology. The company’s technology and
service allow customers to map, monitor, and evaluate submerged
assets, providing benefits through increased project efficiencies,
reduced operational costs, and total asset and environmental
awareness.
“The Nauticus Robotics and 3D at Depth
combination creates a compelling solution for the subsea market and
should help improve our products and services for all our clients,”
said Carl Embry, founder and CEO of 3D at Depth. “We believe the
integration of our unique subsea multi-dimensional data collection
and processing with an emerging leader in subsea robotics creates a
differentiated offering for customers seeking safer, cleaner,
lower-cost subsea services.”
Transaction Details
Under the terms and subject to the conditions of
the acquisition agreement, 3D security holders will receive
approximately 9.9326 shares of Nauticus common stock for each share
of 3D common stock equivalent they own, for an aggregate equity
value of approximately $34 million, before purchase price
adjustments. Nauticus will also assume approximately $4.1 million
of debt in the transaction. The transaction is expected to close
during the fourth quarter of 2023. Upon closing of the transaction,
3D will operate as a division of Nauticus.
The boards of both companies have unanimously
approved the transaction, which is subject to customary closing
conditions, including the approval of Nauticus’ and 3D’s respective
stockholders.
Mast Capital Advisors is acting as the exclusive
financial advisor to Nauticus and Winston & Strawn LLP is
serving as legal counsel to Nauticus in connection with the
transaction. Sparkstone Capital Advisors is acting as the exclusive
financial advisor to 3D, with BoyarMiller and Hutchinson Black and
Cook, LLC serving as legal counsel to 3D.
About Nauticus
Nauticus Robotics, Inc. is a developer of
autonomous robots for data collection and intervention services for
the ocean industries. Nauticus’ robotic systems and services are
delivered to commercial and government-facing customers through a
Robotics-as-a-Service (RaaS) business model and direct product
sales for both hardware platforms and software licenses. Besides a
standalone service offering and products, Nauticus’ approach to
ocean robotics has also resulted in the development of a range of
technology products for retrofitting/upgrading legacy systems and
other third-party vehicle platforms. Nauticus provides customers
with the necessary data collection, analytics and subsea
manipulation capabilities to support and maintain assets while
reducing their operational footprint, operating cost and greenhouse
gas emissions to improve offshore health, safety and environmental
exposure.
About 3D at Depth
3D at Depth is a global leader in
commercial subsea laser LiDAR technology. Its advanced Subsea LiDAR
laser (SL) systems and subsea survey services enable clients to
extract more value from underwater 3D data. Through advanced data
collection, processing, visualization and analysis, 3D at Depth
provides accurate, repeatable, millimetric 3D point clouds to help
measure, map and evaluate underwater assets and environments. 3D
supports customer survey operations globally from its bases in
Europe and the United States.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which are
intended to enjoy the protection of the safe harbor for
forward-looking statements provided by the Exchange Act as well as
protections afforded by other federal securities laws. Generally,
statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies,
events or results of operations, are forward-looking statements.
These forward-looking statements may be identified by the use of
words such as “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends” or “continue” or similar
expressions that predict or indicate future events, results or
trends or that are not statements of historical matters, although
not all forward-looking statements contain such identifying words.
There can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be
achieved. Forward-looking statements inherently involve risks and
uncertainties that may cause actual events, results or performance
to differ materially from those indicated by such statements. These
forward-looking statements are based on Nauticus’ and 3D’s
management’s current expectations and beliefs, as well as a number
of assumptions concerning future events. While Nauticus and 3D
consider these expectations, beliefs and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks and
uncertainties, many of which are difficult to predict and beyond
Nauticus’ and 3D’s control and which include, but are not limited
to: the ability of Nauticus and 3D to consummate the proposed
transactions contemplated by acquisition agreement (the
“Transactions”) within the anticipated timeframe or at all; the
satisfaction or waiver, as applicable, of conditions to closing the
Transactions, including, without limitation, obtaining the
necessary regulatory and other consents and approvals, including
the requisite approvals the Transactions by Nauticus’ and 3D’s
respective stockholders; the ability to realize the anticipated
benefits of the Transactions; the successful integration of 3D’s
business and products with those of Nauticus; any disruption by
reason of the Transactions of Nauticus’ current business, plans or
operations; the effect of the announcement or pendency of the
Transactions on the market price of Nauticus’ publicly traded
securities, operating results or ability to establish or maintain
relationships with employees, suppliers or other business partners;
significant transaction costs; unknown liabilities; future exchange
and interest rates; changes in tax and other laws, regulations,
rates or policies; future business combinations, divestitures or
other strategic transactions; the expected timing of product
commercialization or new product releases; customer interest in
Nauticus’ and 3D’s products and services; estimated operating
results; anticipated cash and other capital expenditures and needs;
and other risks and uncertainties described in the Company’s
filings with the Securities and Exchange Commission (the “SEC”),
including, without limitation, the risks and uncertainties
described in the sections entitled “Risk Factors” in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, or in the Company’s subsequently filed Quarterly Reports on
Form 10-Q. Forward-looking statements speak only as of the date
they are made, and neither Nauticus nor 3D is not under any
obligation, and expressly disclaims any obligation, to update,
alter or otherwise revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in Nauticus’ reports and other filings with the SEC for a
more complete discussion of the risks and uncertainties facing the
Company, any of which could cause actual outcomes to be materially
different from those indicated in the forward-looking statements
made by the Company, in particular the sections entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
(or similarly titled sections) in documents filed by the Company
from time to time with the SEC, including Nauticus’ Quarterly
Report on Form 10-Q filed with the SEC on August 14, 2023. Should
one or more of these risks, uncertainties or other factors
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. The documents filed by Nauticus with the SEC
may be obtained free of charge at the SEC’s website at
www.sec.gov.
No Offer or Solicitation
This press release is for information purposes
only and is not intended to and shall not constitute a solicitation
of a proxy, vote, consent, approval or authorization with respect
to any securities or in respect of the Transactions, or an offer to
sell or the solicitation of an offer to buy or a recommendation to
purchase any securities, nor shall there be any sale of securities
in any jurisdiction in which any such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction or otherwise in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom, and otherwise in accordance with applicable
law.
Important Additional Information To Be
Filed with the SEC
In connection with the Transactions, Nauticus
intends to file with the SEC a registration statement on Form S-4
that will include a proxy statement and prospectus (the “Proxy
Statement/Prospectus”), copies of which, if and once
definitive/final, will be mailed or otherwise made available to
Nauticus’ stockholders as of the record date to be established for
voting on the Transactions. This press release is not a substitute
for the Proxy Statement/Prospectus or any other document that
Nauticus will distribute or otherwise make available to its
stockholders in connection with the Transactions. Nauticus’
stockholders and other interested persons are advised to read, once
available, the preliminary Proxy Statement/Prospectus and any
amendments thereto and, once available, the definitive/final Proxy
Statement/Prospectus, as well as all other relevant materials filed
or that will be filed with the SEC, as these documents will contain
important information about Nauticus, 3D and the
Transactions. Stockholders may also obtain copies of the
preliminary Proxy Statement/Prospectus, the definitive/final Proxy
Statement/Prospectus, once available, as well as other documents
filed by the Company with the SEC, without charge, at the SEC’s
website at www.sec.gov, or through the Company’s website at
ir.nauticusrobotics.com.
Participants in the
Solicitation
Nauticus and 3D and their respective directors
and executive officers may be deemed participants in the
solicitation of proxies from Nauticus’ stockholders in connection
with the Transactions. Information regarding the persons who, under
the rules of the SEC, may be deemed participants in the
solicitation of the Company’s stockholders in connection with the
Transactions, including a description of their respective direct
and indirect interests, by security holdings or otherwise, will be
set forth in the Proxy Statement/Prospectus to be filed with the
SEC. You can find more information about Nauticus’ directors and
executive officers in the Company’s filings with the SEC. You may
obtain free copies of these documents as described in the preceding
paragraph. Stockholders, potential investors and other interested
persons should read the Proxy Statement/Prospectus carefully before
making any voting or investment decisions.
Non-GAAP Financial Measures
This press release may include certain financial
measures not presented in accordance with accounting principles
generally accepted in the United States (“GAAP”). Nauticus believes
that the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing results
and trends. Such non-GAAP financial measures may be different from
similarly titled or other non-GAAP financial measures used by other
companies. These non-GAAP measures should not be considered in
isolation from, or as an alternative to, financial measures
prepared in accordance with GAAP. Reconciliations of
forward-looking non-GAAP financial measures to comparable GAAP
financial measures are not provided as they are not determinable
without unreasonable efforts due to the inherent difficulty in
forecasting and quantifying certain amounts that would be necessary
for such reconciliations, which amounts could have a significant
impact on the Company’s future financial results, including such
non-GAAP financial measures and the comparable GAAP financial
measures.
Investor Relations Contact:Ralf EsperGateway
Group, Inc. (949) 574-3860KITT@Gateway-grp.com
Media Contact:Zach KadletzGateway Group, Inc.
(949) 574-3860KITT@Gateway-grp.com
Nauticus Robotics (NASDAQ:KITT)
過去 株価チャート
から 5 2024 まで 6 2024
Nauticus Robotics (NASDAQ:KITT)
過去 株価チャート
から 6 2023 まで 6 2024