Oslo, Norway, 14 July 2025: Reference is made to the stock exchange release
dated May 29, 2024 (https://hexagongroup.com/news/hexagon-composites-announces
-sale-of-hexagon-ragasco-to-worthington-enterprises-and-acquisition-of-49-of
-worthington-enterprises-sustainable-energy-solutions-business-segment), where
Hexagon Composites ASA ("Hexagon") announced the acquisition of a 49% stake in
Sustainable Energy Solutions ("SES"), a subsidiary of Worthington Enterprises,
in connection with the sale of Hexagon Ragasco.
Today, Hexagon announces the full acquisition of the alternative fuels business
of SES (hereinafter "SES Composites"), a transaction that will drive synergies
and further strengthen Hexagon's European footprint.
About SES
SES is a leading European supplier of high-pressure cylinders and systems for
the storage and distribution of compressed gases. Its alternative fuels
business, SES Composites, manufactures composite cylinders and systems in
Slupsk, Poland, and operates a valve assembly facility in Burscheid, Germany.
The industrial gas business, which produces steel cylinders from SES' facility
in Kienberg, Austria, will remain in joint ownership. The carve-out and
acquisition of SES Composites by Hexagon will create a more focused industrial
gas business and enable increased strategic focus on value creation in existing
and emerging segments.
Strengthening our European footprint
"We are delighted to welcome the SES Composites business into the Hexagon
Composites family," says Philipp Schramm, CEO of Hexagon Composites. "This
acquisition brings complimentary capabilities to our portfolio and can realize
further synergies across our production and supply chain. As recognized by
European OEMs, natural gas, whether renewable or conventional, will remain a key
part of the European energy transition for the foreseeable future, and this
acquisition strengthens our position as a trusted partner to OEMs in the
commercial transportation sector."
Similar to Hexagon, SES Composites is a major supplier of CNG fuel systems to
European transit bus OEMs. In 2024, SES Composites generated revenue of EUR 28
million and an EBITDA of EUR 700 000 on a pro-forma basis. Based on the existing
order backlog and business outlook, 2025 revenue and EBITDA are expected to be
EUR 33 million and EUR 2 million, respectively.
Transaction details
The transaction is valued at an Enterprise Value ("EV") of EUR 11.7 million
(100% basis), with a preliminary net purchase price of EUR 6.1 million. The
purchase price will be settled partly in Hexagon Composites shares and partly in
Hexagon Purus shares. Based on the preliminary purchase price and 30-day volume
weighted average share prices, Worthington will receive the following number of
shares:
· 2,117,851 Hexagon Composites shares, corresponding to 1.0% of shares
outstanding. These shares are covered by treasury balance, and no new shares
will be issued as part of the transaction.
· 19,555,225 Hexagon Purus shares, corresponding to 4.6% of shares
outstanding. Consequently, Hexagon's post-transaction ownership in Hexagon Purus
will be 33.8%.
The transaction will be subject to customary completion accounts adjustments and
is expected to close by the end of Q3 2025 following an Austrian demerger
procedure.
Worthington has agreed to enter into 30-day lock-up agreements related to both
the Hexagon Composites shares and the Hexagon Purus shares taking effect from
closing.
For more information:
Investor enquiries:
David Bandele, CFO, Hexagon Composites
Telephone +47 920 91 483 I david.bandele@hexagongroup.com
Media enquiries:
Berit-Cathrin Høyvik, Senior Director, Communications, Hexagon Composites
Telephone: +47 988 92 161 | berit-cathrin.hoyvik@hexagongroup.com
About Hexagon Composites
Hexagon delivers safe and innovative solutions for a cleaner energy future. Our
solutions enable storage, transportation and conversion to clean energy in a
wide range of mobility and industrial applications. Learn more at
hexagongroup.com and follow Hexagon Composites on LinkedIn.
About Worthington Enterprises
Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market
-leading brands that improve everyday life by elevating spaces and experiences.
The Company operates with two primary business segments: Building Products and
Consumer Products. The Building Products segment includes cooking, heating,
cooling and water solutions, architectural and acoustical grid ceilings and
metal framing and accessories. The Consumer Products segment provides solutions
for the tools, outdoor living and celebrations categories. Headquartered in
Columbus, Ohio, Worthington Enterprises employs approximately 6,000 people
throughout North America and Europe.
This information is considered to be inside information pursuant to the
EU Market Abuse Regulation and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock
exchange release was published by Emily Cherry, Communications Manager, Hexagon
Composites ASA on 14 July 2025 at the time stamp of this release.