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Hexagon Composites announces sale of Hexagon Ragasco to Worthington Enterprises and acquisition of 49% of Worthington Enterprises' Sustainable Energy Solutions business segment

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Hexagon Composites announces the sale of Hexagon Ragasco to Worthington Enterprises and the acquisition of a 49% stake in Worthington's Sustainable Energy Solutions (SES) business segment. The sale of Hexagon Ragasco, valued at NOK 1,050 million, may adjust based on 2024 performance, ranging from a decrease of NOK 50 million to an increase of NOK 100 million. Hexagon Ragasco, a leader in LPG composite cylinders, will now be part of Worthington Enterprises. Concurrently, Hexagon acquires a 49% stake in SES for USD 20 million. SES is a major supplier of high-pressure cylinders and systems, reporting EUR 127 million in revenue and EUR 2.9 million in adjusted EBITDA in 2023. Hexagon sees these transactions as part of a strategic focus on high-pressure, clean energy solutions.

Positive
  • Sale of Hexagon Ragasco at NOK 1,050 million, potentially adjustable up to NOK 100 million.
  • Acquisition of 49% stake in SES for USD 20 million.
  • SES reported EUR 127 million in revenue and EUR 2.9 million adjusted EBITDA in 2023.
  • Transaction supports Hexagon's strategic focus on clean energy solutions.
  • Hexagon Ragasco expected to grow in new geographies and verticals.
  • Partnership with Worthington Enterprises, a respected industry player.
Negative
  • Sale of Hexagon Ragasco may decrease by NOK 50 million based on performance.
  • Partial acquisition of SES may not provide full control over the business segment.
  • SES adjusted EBITDA of EUR 2.9 million indicates tight profit margins.
  • Strategic review process lasted several months, which may indicate internal uncertainties.

Insights

The sale of Hexagon Ragasco to Worthington Enterprises for an enterprise value of NOK 1,050 million is a strategic move that could impact Hexagon Composites' liquidity and capital allocation. This transaction introduces a potential value adjustment based on Hexagon Ragasco's 2024 performance, which may influence investor confidence depending on whether the adjustment is positive or negative.

From a financial viewpoint, the divestment allows Hexagon Composites to focus resources on higher-growth segments, potentially driving future earnings growth. The acquisition of a 49% stake in Worthington's SES business for USD 20 million should be seen as a step towards strengthening Hexagon's position in the clean energy sector. The SES’s reported revenues of EUR 127 million and adjusted EBITDA of EUR 2.9 million highlight a modest but growing segment that aligns with Hexagon’s strategic focus on sustainable energy solutions.

An investor should note that these transactions could lead to short-term volatility but are geared towards long-term value creation. If Hexagon Composites efficiently integrates and leverages the SES business, it could enhance their market share in the clean energy space.

The transfer of Hexagon Ragasco to Worthington Enterprises aligns with current market trends where companies are realigning their portfolios to focus on core competencies. Hexagon Ragasco's strong presence in over 100 countries provides Worthington with a significant market expansion opportunity. This acquisition allows Worthington to blend Hexagon Ragasco’s innovative composite cylinder technology with its existing LPG and refrigerant gas cylinder offerings, potentially strengthening its market leadership in these segments.

For Hexagon Composites, the acquisition of a 49% stake in SES, a leader in high-pressure cylinders for clean energy storage and distribution, strategically positions them in the fast-expanding hydrogen and CNG markets. This move reflects broader industry dynamics, where companies are ramping up investments in sustainable and clean energy solutions, driven by global energy transition goals.

Retail investors should consider the potential for enhanced market positioning and growth in the clean energy sector, balanced by the risks associated with integrating new business units and market uncertainties.

The acquisition of Worthington's SES business segment illustrates Hexagon Composites’ commitment to advancing in the clean energy technology arena. SES’s expertise in high-pressure cylinders and systems for compressed natural gas and hydrogen positions Hexagon to leverage cutting-edge advancements in energy storage and distribution. This is important as global demand for hydrogen and CNG solutions is expected to surge, driven by decarbonization efforts and regulatory policies.

Technologically, this acquisition allows Hexagon to tap into SES's high-pressure solutions, potentially fostering innovation and expanding their product portfolio. For investors, this integration could mean a more diversified and resilient company, capable of addressing a broader range of energy needs in an evolving market landscape.

However, the success of this acquisition will heavily rely on Hexagon’s ability to integrate SES’s technology and operations seamlessly while maintaining their innovation trajectory.

OSLO, Norway, May 29, 2024 /PRNewswire/ -- Hexagon Composites ASA (OSE: HEX.OL), announces the signing of two definitive agreements with Worthington Enterprises (NYSE: WOR).

Sale of Hexagon Ragasco
Worthington Enterprises will acquire 100% of Hexagon Ragasco at an enterprise value of NOK 1,050 million. Depending on the full year 2024 performance of Hexagon Ragasco, the value may be adjusted between minus NOK 50 million to plus NOK 100 million

Hexagon Ragasco is the market leader in LPG composite cylinders used for leisure, household, and industrial applications with production in Norway and sales to more than 100 countries worldwide. Worthington Enterprises, through its Building Products business segment, delivers products and solutions for heating, cooling and construction applications worldwide and is a global leader in cylinders for LPG and refrigerant gases.

"Hexagon Ragasco has been an important part of the Hexagon Group' for over 20 years, and we take great pride in the position the company has developed to date. Worthington Enterprises is a highly respected player in our industry. This transaction will enable Hexagon Ragasco to grow in new geographies and verticals," says Jon Erik Engeset, CEO Hexagon Composites.

"Hexagon Ragasco is one of the pioneers of the composite cylinder," said Jimmy Bowes, president, Building Products, Worthington Enterprises. "Now for more than 20 years, they've been bringing innovative products to the market that are raising expectations of the performance, quality and capabilities of an LPG cylinder. We've followed their growth closely and believe that their composite cylinders are a great complement to our existing cylinder business. We can't wait to get started with the exceptional team at Hexagon Ragasco."

The sale of Hexagon Ragasco is expected to close on or around 3 June. Today's announcement concludes the strategic review initiated by Hexagon in September 2023.

Acquisition of a non-controlling stake in Worthington's SES business segment
Combined with the sale of Hexagon Ragasco, Hexagon Composites has signed an agreement to acquire a 49% stake in Worthington's Sustainable Energy Solutions (SES) business segment for an enterprise value of USD 20 million on a 100% basis. SES is a leading European supplier of high-pressure cylinders and systems for storage and distribution of compressed natural gas, hydrogen and industrial gases, and generated revenues of EUR 127 million and adjusted EBITDA of EUR 2.9 million in calendar year 2023. Worthington will retain 49% of the shares, while senior executives will hold the balance.

"Through our dialogue with Worthington on the sale of Hexagon Ragasco, we identified an opportunity for Hexagon within Worthington's Sustainable Energy Solutions (SES) business. Together, these transactions support Hexagon's strategic focus on high pressure, clean energy solutions" says Engeset.

The acquisition of a 49% stake in SES closed today.

DNB Markets and Danske Bank acted as financial advisors, and Schjødt and Saxinger Rechtanwalts acted as legal advisors, to Hexagon Composites on the transactions.

For more information:
Karen Romer, SVP Communications, Hexagon Composites ASA
Telephone: +47 950 74 950 | karen.romer@hexagongroup.com

Ingrid Aarsnes, VP Investor Relations and ESG, Hexagon Composites ASA
Telephone: +47 950 38 364 | ingrid.aarsnes@hexagongroup.com

About Worthington Enterprises

Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market-leading brands that help enable people to live safer, healthier and more expressive lives. The Company operates with three business segments: Building Products, Consumer Products and Sustainable Energy Solutions. Worthington's emphasis on innovation and transformation extends to building products including heating and cooling solutions, water systems, architectural and acoustical grid ceilings and metal framing and accessories, and consumer products in tools, outdoor living and celebrations categories sold under brand names Balloon Time®, Bernzomatic®, Coleman®, Garden-Weasel®, General®, HALO™, Hawkeye™, Level5 Tools®, Mag Torch®, Pactool International® and Well-X-Trol®. The Company serves the growing global hydrogen ecosystem through on-board fueling systems and gas containment solutions. Headquartered in Columbus, Ohio, Worthington Enterprises employs approximately 5,000 people throughout North America and Europe.

Founded in 1955 as Worthington Industries, Worthington Enterprises follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Worthington Enterprises achieves this outcome by empowering its employees to innovate, thrive and grow with leading brands in attractive markets that improve everyday life. The Company engages deeply with local communities where it has operations through volunteer efforts and The Worthington Companies Foundation, participates actively in workforce development programs and reports annually on its corporate citizenship and sustainability efforts. For more information, visit worthingtonenterprises.com.

About Hexagon Ragasco

At Hexagon Ragasco we are committed to quality, safety, and innovation. We are the leading manufacturer of composite LPG cylinders with an industry-leading safety record of 20+ years and more than 20 million cylinders sold worldwide. Our products bring unique benefits to both LPG marketers and their customers.

LPG has a significant role to play as a transitional energy source with the potential to improve air quality and health for billions of people who rely on highly pollutant and toxic fuels as primary energy. We believe in cleaner air and safer LPG for everyone, everywhere.

Learn more at www.hexagonragasco.com and follow @Hexagon_Ragasco on X and LinkedIn.

About Hexagon Composites

Hexagon Composites (OSE: HEX.OL) is a world leader in composite cylinder technology and related systems that 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, industrial and consumer applications.

Learn more at hexagongroup.com and follow @HexagonASA on X and LinkedIn.

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 Ingrid Aarsnes, VP IR & ESG, Hexagon Composites ASA on 29 May 2024 at the time stamp of this release.

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SOURCE Hexagon Composites ASA

FAQ

What is the value of the Hexagon Ragasco sale to Worthington Enterprises?

The sale of Hexagon Ragasco to Worthington Enterprises is valued at NOK 1,050 million.

What is the potential adjustment range for the Hexagon Ragasco sale value?

The sale value of Hexagon Ragasco may be adjusted between minus NOK 50 million to plus NOK 100 million based on 2024 performance.

What percentage of Worthington's SES business did Hexagon Composites acquire?

Hexagon Composites acquired a 49% stake in Worthington's Sustainable Energy Solutions (SES) business segment.

How much did Hexagon Composites pay for the 49% stake in SES?

Hexagon Composites paid USD 20 million for the 49% stake in SES.

What were SES's financial results in 2023?

SES reported revenues of EUR 127 million and adjusted EBITDA of EUR 2.9 million in 2023.

When is the sale of Hexagon Ragasco expected to close?

The sale of Hexagon Ragasco is expected to close on or around June 3, 2024.

What strategic focus does Hexagon aim to support with these transactions?

Hexagon aims to support its strategic focus on high-pressure, clean energy solutions through these transactions.

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