photo: Worthington (source: Hexagon Composites)

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 S?upsk, 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 Hexagon’s 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 realise further synergies across our production and supply chain. As recognised 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 €28 million (US$32.41 million) and an EBITDA of €700 000 (US$810 239.5) on a pro-forma basis. based on the existing order backlog and business outlook, 2025 revenue and EBITDA are expected to be €33 million (US$38.2 million) and €282 million (US$326.41 million), respectively.

The transaction is valued at an enterprise value of €11.7 million (US$13.54 million) (100% basis), with a preliminary net purchase price of €6.1 million (US$7.6 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.