Hexagon Composites expands clean transport footprint with Worthington SES Composites acquisition—what investors should know

Hexagon Composites ASA (OSE: HEX.OL) has strengthened its European clean transport strategy by completing the full acquisition of Sustainable Energy Solutions’ alternative fuels business, SES Composites, from Worthington Enterprises (NYSE: WOR). The transaction, announced on July 14, 2025, is valued at an enterprise value of EUR 11.7 million, with a net purchase price of EUR 6.1 million settled through a mix of Hexagon Composites and Hexagon Purus shares. The acquisition gives the Norwegian composite cylinder manufacturer full ownership of SES Composites, positioning it to capitalise on rising compressed natural gas (CNG) adoption across Europe’s commercial transport segment.

The deal follows Hexagon Composites’ earlier purchase of a 49% stake in SES in May 2024, which was part of a broader strategic realignment that included the sale of Hexagon Ragasco to Worthington. With this full acquisition, Hexagon Composites is consolidating its focus on high-pressure clean energy solutions as natural gas—both renewable and conventional—remains a critical transitional fuel in Europe’s decarbonisation pathway.

How does this acquisition enhance Hexagon Composites’ operational capacity and strengthen its position in Europe’s alternative fuel systems market?

Hexagon Composites expects to unlock significant operational and commercial synergies by integrating SES Composites’ facilities into its production and supply chain network. SES Composites operates a composite cylinder manufacturing plant in Słupsk, Poland, and a valve assembly facility in Burscheid, Germany—both of which complement Hexagon Composites’ existing operations. According to Philipp Schramm, Chief Executive Officer of Hexagon Composites, the acquisition will enhance the group’s role as a trusted supplier to original equipment manufacturers (OEMs) in Europe’s transit bus and commercial vehicle markets, where CNG remains a preferred low-emission fuel option.

Institutional investors view the acquisition as a strategic move to reinforce Hexagon Composites’ leadership in alternative fuel systems for heavy-duty transportation. Analysts tracking the Norwegian composite systems manufacturer believe the timing is favourable, given the increasing adoption of CNG and renewable natural gas (RNG) by municipal and intercity transit operators aiming to meet near-term emission targets without switching entirely to electrified platforms.

Financially, SES Composites reported EUR 28 million in pro-forma revenue with EUR 0.7 million in EBITDA for 2024. Projections for 2025 indicate revenue could rise to EUR 33 million, with EBITDA expected to nearly triple to EUR 2 million, supported by a solid order backlog from OEMs across Europe. This growth outlook aligns with broader forecasts for Europe’s alternative fuels market, where demand for lightweight high-pressure cylinders is expanding due to tighter emission regulations and government incentives for cleaner fuel adoption.

What are the financial terms of the deal and how does the share structure impact Hexagon Purus’ ownership?

The transaction’s enterprise value of EUR 11.7 million translates into a net purchase price of EUR 6.1 million after adjustments, which will be settled partly in Hexagon Composites and partly in Hexagon Purus shares. Worthington Enterprises will receive 2,117,851 Hexagon Composites shares—representing 1% of its outstanding shares—and 19,555,225 Hexagon Purus shares, corresponding to 4.6% of its issued capital. These shares will be sourced from treasury holdings, avoiding dilution for existing Hexagon Composites shareholders.

Following the transaction, Hexagon Composites’ stake in Hexagon Purus will increase to 33.8%, consolidating its influence in the hydrogen and electric vehicle storage systems segment. The deal includes standard completion account adjustments and is expected to close by the end of Q3 2025, subject to the completion of an Austrian demerger process. Worthington has agreed to a 30-day lock-up period on the shares from the date of closing, reflecting its long-term interest in the partnership.

What does this acquisition mean for Worthington Enterprises and its post-divestment strategy?

Worthington Enterprises, which has been reshaping its portfolio toward building products and consumer markets, benefits from this divestment by freeing up capital for targeted acquisitions. In its Q4 fiscal 2025 results, Worthington reported net sales of US $317.9 million, down 0.3% year-on-year due to SES’s partial deconsolidation. However, adjusted EBITDA grew by 35% to US $85.1 million, while adjusted earnings per share improved to US $1.06. The American manufacturing group has also stepped up its M&A activity, acquiring Elgen, a U.S.-based HVAC components producer, for US $93 million to bolster its building products segment.

Institutional sentiment towards Worthington remains positive, with analysts citing the divestment as a value-creation move that enables the company to focus on higher-margin businesses. A 12% dividend hike to US $0.19 per share has further strengthened investor confidence.

What is the broader outlook for Hexagon Composites following this transaction?

The acquisition is expected to strengthen Hexagon Composites’ European market share in composite fuel systems while positioning it for long-term growth in the transition to low-emission transport solutions. With SES Composites’ order backlog and complementary production base, Hexagon Composites is likely to benefit from scale-driven cost efficiencies and improved margins. Analysts tracking the Norwegian alternative fuels specialist anticipate that integration synergies will begin to reflect in earnings from 2026 onwards, particularly as municipalities and logistics fleets increasingly adopt CNG and RNG for cost-effective emissions compliance.

For Hexagon Purus, the transaction indirectly supports portfolio expansion, as increased cross-ownership enables greater collaboration on lightweight storage systems for hydrogen and battery-electric vehicles. Institutional investors have broadly welcomed Hexagon Composites’ pivot, viewing it as a targeted play on Europe’s evolving clean transport ecosystem.