By Adam Whittaker and Mauro Orru

Thales said it would buy a stake in Exail Technologies before making a bid that values the company at nearly $4.5 billion including debt, part of the French aerospace and defense group's efforts to strengthen its underwater warfare offering.

The company said it had reached an agreement to acquire a 35.51% stake at 134 euros a share from the Gorge family that controls Paris-based Exail, which specializes in maritime robotics and navigation systems. The family commands 43.77% of Exail's share capital and 60.52% of voting rights, according to the company's website.

Thales said it hoped to close the stake deal by next year's third quarter and subsequently table a bid at 134 euros a share that values the whole of Exail at 3.9 billion euros ($4.46 billion), including debt. That offer, which represents a 44% premium to Exail's share price on June 25, is expected to close at the beginning of 2028 at the latest.

Thales shares in Paris gained 1.6% on Monday, while Exail shares are up more than 3%.

Exail makes drones capable of underwater and surface operations. Taking over the company would shore up Thales's underwater warfare offering, allowing it to accelerate the development of drones that can be used for demining purposes.

The underwater segment is gaining importance for defense groups, as the seabed hosts critical infrastructure like oil and gas pipelines as well as cables that provide connectivity services. Governments from the North Atlantic Treaty Organization are seeking to protect that infrastructure after several incidents in which pipelines and cables sustained damage.

Italian shipbuilder Fincantieri on Monday said it had sealed agreements to acquire stakes in four companies to strengthen its operations across marine construction support, unmanned underwater and surface drone technologies, and underwater wireless communication systems.

Thales's own deal comes days after French aerospace-industry supplier Safran said it had entered into exclusive negotiations with the Gorge family to acquire its stake in Exail through an offer that valued the group at roughly 2.19 billion euros. However, Safran said Friday that those talks came to an end without an agreement.

Thales said the deal should boost revenue growth and its adjusted earnings before interest and taxes, projecting commercial synergies of 500 million euros of additional revenue within 10 years and a 90 million-euro contribution to adjusted EBIT by 2032.

Write to Adam Whittaker at adam.whittaker@wsj.com and Mauro Orru at mauro.orru@wsj.com