Hexagon Composites Expands with Worthington's Energy Solutions

Hexagon Composites Enhances Its Capabilities with SES Acquisition

Hexagon Composites ASA has recently made a significant move to broaden its operations and capabilities in the sustainable energy sector. The company has completed the full acquisition of the alternative fuels business of Sustainable Energy Solutions (SES), a subsidiary of Worthington Enterprises. This strategic acquisition is expected to drive notable synergies that will strengthen Hexagon's presence across Europe.

About Sustainable Energy Solutions

SES is recognized as a leading supplier in Europe, providing high-pressure cylinders and systems essential for the storage and distribution of compressed gases. Their focus on manufacturing composite cylinders and systems takes place in S?upsk, Poland, along with a valve assembly facility located in Burscheid, Germany. This acquisition positions Hexagon to enhance its product offerings and expand its market share in the alternative fuels industry.

Creating a Focused Business Strategy

The acquisition of SES Composites is part of a broader strategy to streamline Hexagon's operations—particularly the industrial gas sector, which will maintain shared ownership with Worthington. By carving out SES Composites, Hexagon is poised to focus more strategically on value creation across existing and emerging markets for cleaner energy solutions.

Comments from Leadership

"We are thrilled to have SES Composites join the Hexagon family," expressed Philipp Schramm, CEO of Hexagon Composites. "This acquisition not only adds complementary capabilities but also provides opportunities for further synergy across our production and supply chain. As acknowledged by European original equipment manufacturers (OEMs), natural gas—both renewable and conventional—will be integral to the energy transition across Europe long into the future. This deal enhances our standing as an esteemed partner to OEMs in the commercial transportation sector."

Financial Overview of SES Composites

In the past fiscal year, SES Composites recorded an impressive performance, generating revenue of EUR 28 million with an EBITDA of EUR 700,000 on a pro-forma basis. Projections for 2025 indicate expected revenue growth to EUR 33 million and an EBITDA increase to EUR 2 million, reflecting a robust order backlog and optimistic business outlook.

Transaction Details and Structure

The acquisition transaction is structured with an Enterprise Value (EV) of EUR 11.7 million, with an initial net purchase price estimated at EUR 6.1 million. The payment will include a combination of shares from both Hexagon Composites and Hexagon Purus. Specifically, Worthington is set to receive 2,117,851 shares of Hexagon Composites, representing 1.0% of the total shares outstanding, along with 19,555,225 shares of Hexagon Purus, translating to 4.6% of its outstanding shares. Consequently, Hexagon will hold a post-transaction ownership of 33.8% in Hexagon Purus.

Future Perspectives

The completion of this acquisition is subject to customary adjustments and is anticipated to finalize by the close of the third quarter of the forthcoming year, post an Austrian demerger procedure. Worthington has committed to a 30-day lock-up agreement regarding both sets of shares once the acquisition is finalized.

About Hexagon Composites

Hexagon Composites is dedicated to providing innovative solutions for a cleaner energy future. The company focuses on enabling storage, transportation, and conversion to clean energy for a wide array of industrial and mobility applications. Hexagon aims to lead in innovation while committing to environmental sustainability across its operations.

About Worthington Enterprises

Worthington Enterprises (NYSE: WOR) is a prominent designer and manufacturer providing market-leading solutions that enhance everyday life through improved spaces and experiences. With operations spanning two key segments—Building Products and Consumer Products—the company employs around 6,000 individuals across North America and Europe, continuing to affirm its strong market position.

Frequently Asked Questions

What is the significance of the SES acquisition by Hexagon Composites?

The acquisition enhances Hexagon's capabilities in sustainable energy and strengthens its European market presence.

What products does SES Composites specialize in?

SES Composites specializes in producing composite cylinders and systems for high-pressure gas storage and distribution.

How much revenue did SES Composites generate in the last fiscal year?

In the previous year, SES Composites generated a revenue of EUR 28 million.

What will be the payment structure for the SES acquisition?

The payment will involve both Hexagon Composites and Hexagon Purus shares, with a combination of cash and stock options.

What is Hexagon Composites' mission?

Hexagon Composites is focused on facilitating a cleaner energy future through innovative storage and transportation solutions.

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