Hexagon AB announced on 9 October that it has signed an agreement to acquire Rocscience, the Toronto developer of geotechnical and engineering analysis software, from TA Associates and the company’s founders and management. The press release is datelined “Stockholm, Sweden – 9 October 2026” and values Rocscience at “an enterprise value of USD 535 million on a cash-free, debt-free basis.” Closing is “subject to customary conditions and is expected in the fourth quarter of 2026.” On completion, Rocscience becomes part of the Radar & Monitoring Division inside Hexagon’s Infrastructure & Geospatial business area.
TA’s own announcement, dated the same day, says the firm “will fully exit its investment in the Company” on completion. Lazard was financial adviser and Kirkland & Ellis legal counsel to TA.
What $535 Million Buys
Rocscience was founded, per TA, “in 1996 by Dr. John Curran at the University of Toronto”. Its software, in Hexagon’s words, “helps engineers model how rock, soil and structures behave under different conditions, analyse slope stability and ground movement, and assess how tunnels, dams and other critical infrastructure assets are likely to perform over time,” and is used “by mining, civil engineering and energy customers in around 125 countries.” Its homepage links 23 individual product pages on rocscience.com — Slide2 and Slide3 for slope stability, RS2 and RS3 for finite-element analysis, Settle3 for settlement, plus RSLog, RSSeismic, ShapeMetriX, RocTunnel3, RocFall2 and the rest — alongside three Elfen codes hosted on Rockfield’s own site. The company’s own description puts the platform across five disciplines: “geotechnical, mining, structural, hydrogeology, and energy applications.”
It did not get there alone. TA, which became Rocscience’s “first institutional investor in June 2023,” lists six acquisitions during its hold: “DIANA FEA, 3GSM, DEEPSOIL, 2SI, Rockfield and Aquanty.” The footer of Rocscience’s own website names DIANA, 3GSM, 2SI, Rockfield and Aquanty as group companies. What Hexagon is buying, in other words, is not a single slope-stability package but a three-year roll-up of simulation codes with a shared commercial engine underneath.
The release is specific about the economics. Hexagon says Rocscience “is expected to deliver revenue approaching USD 50 million in calendar year 2026, with annual recurring revenue equivalent to over 80 per cent of revenue and strong growth rates,” and that the acquisition “is expected to be accretive to Hexagon’s net income from closing, with EBITAC margins above 40%.”
Those two sentences are the whole price story. At $535 million against revenue approaching $50 million, the enterprise value is roughly 11 times this calendar year’s revenue — our arithmetic, from the two figures the release gives. For scale within Hexagon itself: EBITAC is the group’s new primary profitability measure, introduced at its Capital Markets Day on 30 April and defined in the Q2 2026 interim report as “EBIT1 excluding capitalised R&D and amortisation. As such, it expenses all R&D spend in the period.” The same report puts the Infrastructure & Geospatial business area’s EBITAC margin at 25.1% for the second quarter, and states the group’s new targets as “EBITAC margins (excluding Robotics division) of 24-26% between 2026-2030” — the targets Hexagon set itself at that Capital Markets Day, whose release is in Swedish. A business running above 40% on that measure sits well clear of both the business area’s current margin and the group’s own target, and the release says the acquisition is expected to be accretive to Hexagon’s net income from closing.
Rocscience is small in revenue terms against the business area it is joining. Infrastructure & Geospatial reported operating net sales of €388.5 million in the second quarter alone, against Rocscience’s approaching-$50-million year. How the purchase is being funded is not addressed anywhere in Hexagon’s release, which contains no instance of “financ” or “fund” in any form.
The Argument Hexagon Is Making
The rationale in the release is a closed loop, and it is worth quoting at length because it is the whole reason a measurement company buys a modelling company:
Hexagon’s sensors, such as its radar monitoring solutions, capture and measure conditions in the physical world continuously; Rocscience’s models help customers understand and predict how the ground and structures will behave. Together, they break down the traditional barrier between observation-based actions and model-based decisions, creating a continuous feedback loop in which live sensor data automatically informs, updates and calibrates engineering models from design through construction and operations.
Henning Sandfort, president of Infrastructure & Geospatial at Hexagon, puts the same point in the release as: “By connecting what our sensors measure with how Rocscience’s models predict, we can help customers move from data capture to informed action with far greater confidence.” Rocscience’s CEO and president, Dr. Thamer Yacoub, is quoted in TA’s release saying that joining Hexagon “allows us to connect our modelling and analysis software with real-world monitoring data, giving engineers a more complete view of ground and structural risk.”
The Radar & Monitoring division is the specific home, and that placement is the tell. Infrastructure & Geospatial is made up of six divisions, per the Q2 report — “Geomatics, Construction Trade Solutions, Machine Control, Radar & Monitoring, Scanning & Mapping and Construction Software & Services.” Rocscience is not going into the construction-software division. It is going next to the instruments that watch a slope, a dam wall or a tunnel face move by millimetres.
Why a construction-technology newsroom cares: ground risk is one of the places where heavy civil schedules and budgets break, and it breaks them early. Slope stability, settlement, ground movement around excavations and tunnels — the analysis Rocscience’s tools perform is the analysis that governs whether a cut holds, whether a neighbouring building is undermined, and whether a dam or tailings facility behaves as designed. Those are the calculations sitting under the heavy civil, energy and data-centre programmes this newsroom has spent the year covering — and subsurface conditions are a thin enough information layer that CivilGrid raised a $26 million Series A in August to consolidate utility, environmental and geotechnical data before anyone digs.
The AI Part Is Not in the Headline
AI gets one mention in Hexagon’s release, at the tail of a single sentence — the string “AI” appears exactly once in the English release text, and “artificial intelligence” not at all. The clause: Rocscience’s software is used in around 125 countries, “and its AI-assisted workflows, including a natural-language interface, make advanced engineering modelling and analysis more accessible and efficient.” TA’s release names the same thing from the seller’s side — Rocscience “also invested in AI-enabled product innovation, including launching a natural-language interface.”
The product behind that clause is on Rocscience’s homepage, and it is more specific than either release suggests. The company describes RSInsight as “your engineering assistant to ask questions, search documentation, and pick up a technical conversation right where you left it,” and then makes a claim of its own: “You also have access to the first MCP-powered AI agent for natural-language control of solvers in our geotechnical software.” A forthcoming “Natural Engineering Language” is promised to “expand that same plain-language control across other solutions.”
That superlative is Rocscience’s, carefully scoped to its own software, and this newsroom is not in a position to ratify or dispute where the line falls — but the shape of it is familiar. Model Context Protocol has been the connective tissue in a run of AEC software announcements this year: Graphisoft shipped an Archicad MCP beta alongside Archicad 30, Revizto opened its project data to enterprise AI through an MCP server, Build Paperless put its Australian builders’ documents behind MCP agent access, and Arcadis and Autodesk built their collaboration on the same plumbing. What is new in Rocscience’s version is the object being driven. An MCP agent that reads a document set is retrieval. An MCP agent that sets up and runs a finite-element solver is operating an engineering tool whose output a professional will stamp. The company’s own framing is careful about that distinction: “AI Handles the How, Engineers Own the Why,” with the stated intent to “improve your workflows and enhance your judgment, not replace it.”
Rocscience’s RSInsight page says the assistant draws on “AI models trained on engineering data” and “exclusive data, like our technical support solutions,” pooling “the expertise of Rocscience, DIANA, and 3GSM.” That is the roll-up paying a second dividend: six acquisitions produce not just more solvers but more proprietary engineering text to train an assistant on.
Where This Sits in a Reshaped Hexagon
Hexagon is a materially different company than it was a year ago, and the Rocscience deal reads differently against that. The group’s annual general meeting resolved on 24 April 2026 to distribute all shares in its wholly-owned subsidiary Octave Intelligence plc to shareholders, with a record date of 22 May 2026 and first trading in Octave’s Swedish depository receipts on Nasdaq Stockholm expected 25 May. The Q2 interim report confirms the separation completed on 22 May 2026 and that the Design & Engineering business was sold on 23 February 2026. The Capital Markets Day release describes the result as a group focused on precision measurement and positioning, on 2025 pro forma revenue of €3.7 billion. The boilerplate on the Rocscience release puts Hexagon at “approximately 16,000 employees in 50 countries and net sales of approximately 3.7bn EUR.”
So this is a group that has spent 2026 handing businesses out of the portfolio, now paying roughly 11 times revenue for a software business that sits directly against its sensors. That is not a contradiction; it is a statement about which software Hexagon thinks is strategic. Monitoring hardware without a model produces alarms. A model without live data ages from the moment it is calibrated.
For context on price, this newsroom has reported Procore paying approximately $845 million for DroneDeploy, AECOM paying $390 million for Consigli, Autodesk’s $3.6 billion for MaintainX and, one week ago, Schneider Electric’s $22.6 billion for PTC. $535 million for a company with roughly $50 million of revenue is a mid-sized cheque at a high multiple, in a year where the built-environment software map has been redrawn repeatedly at both ends of that range.
What Is Not Established
The deal is signed, not closed: Hexagon expects completion in the fourth quarter of 2026, subject to customary conditions. The revenue, recurring-revenue and margin figures are Hexagon’s own forward characterisations of a business it does not yet own, and are reported here as such. Neither release states a purchase multiple — the roughly 11x above is ours, computed from the $535 million enterprise value and the “approaching USD 50 million” revenue figure, and it will move with whatever the actual calendar-2026 number turns out to be. Neither release describes how the purchase is funded, what happens to the Rocscience brand, or whether the product lines will be consolidated. And the claim that RSInsight’s MCP agent is a first belongs to Rocscience; we have quoted it as the company’s claim, with its own scoping intact.
