Hexagon Purus ASA — M&A Activity 2021

Sep 30, 2021

Hexagon Purus acquires Wystrach, adding industry leading hydrogen systems capacity to its platform, to accelerate the hydrogen transition

Hexagon Purus acquires Wystrach, adding industry leading hydrogen systems capacity to its platform, to accelerate the hydrogen transition

Hexagon Purus ASA ("Hexagon Purus"), a global leader in zero emission mobility

solutions, has entered into an agreement to acquire 100% of Wystrach GmbH

("Wystrach"), a leading European systems and solutions provider for storage and

transport of compressed gases (the "Transaction"). The combination brings

unprecedented expertise and capacity together to create the vertically

integrated industry leader in hydrogen storage solutions.

Key terms of the Transaction

* Purchase price of up to EUR 43.3 million based on an enterprise value of EUR

50.0 million

* 35% of the purchase price to be paid in cash at closing

* 35% of the purchase price to be paid in the form of consideration shares in

Hexagon Purus at closing at a price per share of NOK 33.4. The consideration

share price represents the volume weighted average price of Hexagon Purus

over the last three months prior to signing

* 30% of the purchase price represents a deferred payment and a contingent

earn-out, both payable in cash

* The Selling Shareholders have agreed to a lock-up agreement for their

shareholding. Approximately 10% of the consideration shares will be released

from lock-up after 12 months following closing, another c. 10% will be

released after 24 months and the remaining c. 80% will be released after 36

months

* Closing of the Transaction is expected to take place in the fourth quarter

of 2021, subject to fulfilment of certain closing conditions and customary

regulatory approvals

About Wystrach

* Wystrach is a leading European hydrogen systems provider with over 30 years'

experience in high pressure gaseous storage systems

* Specializes in the design, manufacturing and assembly of hydrogen systems

including steel system structures and high-pressure piping. Wystrach is a

long-standing customer of and partner to Hexagon Purus

* Recognized as a leading supplier within both the industrial and

transportation segments, serving blue chip customers like Air Liquide,

Linde, Alstom and Daimler

* Recorded revenues of EUR 24.1 million and EBITDA of EUR 2.1 million in FY

2020

* Headquartered in Weeze, Germany, with 185 employees

* Privately owned by Jochen Wystrach and Wolfgang Wolter (the "Selling

Shareholders")

Strong strategic rationale and industrial fit

The Transaction represents a step-change for Hexagon Purus and reinforces its

position as a global leader in zero emission mobility solutions. Wystrach will

bring significant systems assembly capacity and knowhow and complement the

capabilities of Hexagon Purus, improving control of the value chain and

accelerating time to market. Combining two industry frontrunners will increase

scale, organizational bandwidth and execution capabilities and put Hexagon Purus

in pole position to capitalize on the strong market growth expected for hydrogen

storage solutions.

Hexagon Purus and Wystrach have been partners since 2008, delivering high

performance hydrogen storage solutions to the market for use in applications

ranging from transportation to stationary storage and refueling solutions.

Strengthening its foothold in systems manufacturing and assembly has been a key

pillar in Hexagon Purus' strategic roadmap and acquiring a long-term partner and

established market leader will fast-track the growth plan and sharpen Hexagon

Purus' competitive edge.

"In Hexagon Purus, we believe that progress can't wait. Together with Wystrach,

we share the ambition to lead the industry and contribute to a vision of Clean

Air Everywhere. By combining forces, we will have the scale and position to

accelerate the transition to hydrogen and in doing so, deliver significant value

to customers, shareholders and society going forward," said Morten Holum, CEO of

Hexagon Purus. "The addition of Wystrach supports and accelerates our growth

plans in three key respects. It brings highly complementary capabilities, it

expands our product portfolio and it adds significant capacity needed to meet

industry demand."

"Today's market is highly dynamic. It demands strong alliances and brings up new

constellations. We have a long history of working with Hexagon Purus and a

common understanding of the market and its opportunities. Together we make

climate-friendly hydrogen applications a part of everyday life. Hexagon Purus is

the right industrial owner to further strengthen Wystrach and the legacy we have

built from the ground up," said Wolfgang Wolter, Co-CEO of Wystrach.

"This combination is a great fit from both a cultural perspective and from a

segment expertise and customer perspective. It strengthens our offering and

gives us the capacity and additional expertise to support customers in their

transition to sustainable energy," said Michael Kleschinski, EVP Hexagon Purus.

"I have great respect for what the team at Wystrach has accomplished under the

leadership of Wolfgang Wolter and Jochen Wystrach. I look forward to combining

our employees' skills and industry expertise to become THE provider of turn-key

hydrogen solutions in the industry."

About the market

The global market for hydrogen cylinders and storage systems is expected to grow

to USD 7 billion by 2030 and systems design, assembly and metalworking

capability are key to addressing this opportunity.

Hydrogen continues to build momentum globally as a key contributor to the energy

transition. Over 30 countries have released hydrogen roadmaps; more than USD

70bn in government funding is committed to hydrogen investments; 359 large-scale

hydrogen projects have been announced by the industry to date, and green

hydrogen is projected to supply up to 25% of the world's energy needs by 2050.

Live video webcast

Hexagon Purus will host a webcast to present the acquisition on September 30th

at 10:30 AM Central European Time (CET). Interested investors/analysts/media can

follow the webcast live from www.hexagonpurus.com

(http://www.hexagonpurus.com). ?

Interviews

Following the webcast:

Investors/analysts are invited to contact Dilip Warrier/Salman Alam to arrange

one-to-one sessions

Media are invited to contact Karen Romer/Ina Jünemann to schedule interviews

with Morten Holum, CEO Hexagon Purus or Michael Kleschinski, EVP Hexagon Purus

(see contact details below).

Contacts:

Dilip Warrier, CFO, Hexagon Purus

Telephone: +1 949-236-5528 | dilip.warrier@hexagonpurus.com

Salman Alam, Vice President Corporate Development, Hexagon Purus

Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com

Karen Romer, SVP Communications, Hexagon Composites

Telephone: +47 950 74 950 | karen.romer@hexagongroup.com

Ina Jünemann, Marketing Communications Manager, Hexagon Purus

Telephone: +49 151 58044647 | ina.juenemann@hexagonpurus.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation. This stock exchange announcement was published by Dilip

Warrier, CFO at Hexagon Purus ASA, on 30 September, 2021 at 07:00 CET.

About Hexagon Purus

Hexagon Purus, a Hexagon Composites company, is a world leading provider of

hydrogen type 4 high-pressure cylinders, battery packs and vehicle systems

integration for fuel cell electric and battery electric vehicles. Hexagon Purus

enables zero emission solutions for light, medium and heavy-duty vehicles,

buses, ground storage, distribution, maritime, rail and aerospace. Learn more at

www.hexagonpurus.com (http://www.hexagonpurus.com).

About Wystrach

Founded in 1988 in Weeze, Germany, Wystrach is a full-service provider of high-

pressure storage and transportation solutions for hydrogen and other gases. Its

portfolio includes stationary bundles; containers of all sizes; tank systems for

trains, buses, and trucks; and storage solutions, e.g. for power-to-gas

applications. The company also offers a mobile hydrogen refueling station, the

WyRefueler, in its range of products. In addition to in-house design and

production capabilities, Wystrach offers end-to-end service packages for

assembly, commissioning, and maintenance, and also provides support on approval

matters. Wystrach is based in the Lower Rhine region of Germany and

employs around 185 people.