Hexagon Composites

M&A Activity • Jul 14, 2025

Hexagon Composites acquires Worthington's Sustainable Energy Solutions alternative fuels business

Hexagon Composites acquires Worthington's Sustainable Energy Solutions alternative fuels business

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.