Bewi Invest AS

M&A Activity • Feb 5, 2025

Merger to create leading EPS raw material company, facilitating growth of downstream business

Merger to create leading EPS raw material company, facilitating growth of downstream business

· BEWI's raw material division joins forces with Unipol to create leading EPS

producer in Europe

· BEWI maintains 49% ownership and joint control of the combined company

· Combined entity expected to be cash generating, with capacity to finance

investments and dividends

· BEWI receives up to EUR 75 million cash, facilitating growth in segments

with higher margin

BEWI has entered into an agreement with The Rock Capital Group (TRCG), an

international investment firm and the owner of Unipol Holland B.V. (Unipol), to

combine their respective raw material businesses to create a leading EPS

(expanded polystyrene) producer in Europe. While maintaining a 49 per cent

ownership, BEWI releases capital and resources to accelerate growth in energy

-efficient solutions for buildings and circular packaging solutions.

"Through this transaction, we strengthen RAW's position in the European EPS

market. We maintain the operational benefits of being vertically integrated,

while at the same time facilitating growth in our downstream business. Here, we

have higher margins and see a higher growth potential both organically and

through acquisitions, supported by strong megatrends for the construction

markets in Europe", says CEO of BEWI Christian Bekken.

Unipol was founded in 1989 and is based in Oss in the Netherlands, where its

production facility is located with a production capacity of approximately

95,000 tonnes of EPS.

About the transaction and the combined entity

The combined entity will comprise four raw material facilities with a total

annual production capacity of 375,000 tonnes of EPS, including 30,000 tonnes of

grey EPS and a considerable capacity to produce recycled EPS. The new entity has

an intention to replace part of the production capacity of white EPS to grey EPS

to meet a growing demand for this material.

The entity has annual revenues of approximately EUR 400 million and is expected

to finance any investments on own balance sheet and to have significant dividend

capacity. The combined business will continue to be the preferred supplier of

EPS to BEWI's downstream business through long-term agreements.

As part of the transaction, BEWI will receive a cash consideration of up to EUR

75 million, of which EUR 42.5 million is paid following closing and the

remainder is subject to an earn-out agreement. The combined entity will be owned

51 per cent by TRCG and 49 per cent by BEWI. The entity will be governed by a

supervisory board that will consist of two representatives from BEWI and two

from the TRCG.

"We maintain a significant ownership in the combined raw materials company to

capitalise on the anticipated increase in demand for insulation materials to

improve the energy-efficiency of buildings. Based on identified synergies,

ongoing cost reductions, and a market rebound, we expect good profitability

improvement for the new entity", Bekken continues.

Focusing on high-growth areas and reducing leverage

After completion of the transaction, BEWI's core offering will be insulation and

other energy-efficient solutions for buildings and a broad selection of

recyclable and recycled packaging products. Both markets are supported by strong

megatrends and the fundamentals related to climate change and the transition to

a circular economy.

"We continue to prioritise areas of growth and profitability improvements,

targeting maximum shareholder return. By divesting parts of the packaging

business, evaluating options for the automotive business, and now reducing our

ownership in RAW, we can re-allocate capital and management focus to defined

high-growth areas", Bekken concludes.

The transaction will reduce BEWI's leverage, increasing financial flexibility to

pursue growth in these areas which traditionally have higher margins.

Timeline

Closing of the transaction is subject to closing conditions, such as for example

relevant competition filings, and is expected to take place the next couple of

months.

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756

1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47

About The Rock Capital Group (TRCG)

TRCG is an international investment firm, with a focus on long-term value

creation and fostering sustainable businesses that will thrive for years to

come. The approach involves playing an active role as both shareholders and

investment managers to support portfolio companies in their growth initiatives.

TRCG partners with exceptional management teams, providing the expertise,

funding, and financial resources necessary to help them achieve their strategic

objectives. Its diverse portfolio spans several sectors, including energy,

energy storage terminals, infrastructure projects, mobility and retail brands.

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation

solutions. The company's commitment to sustainability is integrated throughout

the value chain, from production of raw materials and end goods, to recycling of

used products. With a vision to protect people and goods for a better every day,

BEWI is leading the change towards a circular economy.

BEWI ASA is listed at the Oslo Børs under ticker BEWI.

The information is such that BEWI ASA is required to disclose in accordance with

the EU Market Abuse Regulation and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. The

information was submitted for publication, through the agency of the contact

persons set out above, at 07:00 CET on 5 February 2025.