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

May 29, 2024 - Stock Exchange Release

Oslo, Norway, 29 May 2024: 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.