OSLO, Norway , July 14, 2025 /PRNewswire/ -- Reference is made to the stock exchange release dated May 29, 2024, 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 Słupsk, 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.

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