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transport of compressed gases (the “Transaction”). The combination brings
unprecedented expertise and capacity together to create the vertically
integrated industry leader in hydrogen storage solutions.
Key terms of the Transaction
- Purchase price of up to EUR 43.3 million based on an enterprise value of EUR
50.0 million
- 35% of the purchase price to be paid in cash at closing
- 35% of the purchase price to be paid in the form of consideration shares in
Hexagon Purus at closing at a price per share of NOK 33.4. The consideration
share price represents the volume weighted average price of Hexagon Purus
over the last three months prior to signing
- 30% of the purchase price represents a deferred payment and a contingent
earn-out, both payable in cash
- The Selling Shareholders have agreed to a lock-up agreement for their
shareholding. Approximately 10% of the consideration shares will be released
from lock-up after 12 months following closing, another c. 10% will be
released after 24 months and the remaining c. 80% will be released after 36
months
- Closing of the Transaction is expected to take place in the fourth quarter
of 2021, subject to fulfilment of certain closing conditions and customary
regulatory approvals
About Wystrach
- Wystrach is a leading European hydrogen systems provider with over 30 years’
experience in high pressure gaseous storage systems
- Specializes in the design, manufacturing and assembly of hydrogen systems
including steel system structures and high-pressure piping. Wystrach is a
long-standing customer of and partner to Hexagon Purus
- Recognized as a leading supplier within both the industrial and
transportation segments, serving blue chip customers like Air Liquide,
Linde, Alstom and Daimler
- Recorded revenues of EUR 24.1 million and EBITDA of EUR 2.1 million in FY
2020
- Headquartered in Weeze, Germany, with 185 employees
- Privately owned by Jochen Wystrach and Wolfgang Wolter (the “Selling
Shareholders”)
Strong strategic rationale and industrial fit
The Transaction represents a step-change for Hexagon Purus and reinforces its
position as a global leader in zero emission mobility solutions. Wystrach will
bring significant systems assembly capacity and knowhow and complement the
capabilities of Hexagon Purus, improving control of the value chain and
accelerating time to market. Combining two industry frontrunners will increase
scale, organizational bandwidth and execution capabilities and put Hexagon Purus
in pole position to capitalize on the strong market growth expected for hydrogen
storage solutions.
Hexagon Purus and Wystrach have been partners since 2008, delivering high
performance hydrogen storage solutions to the market for use in applications
ranging from transportation to stationary storage and refueling solutions.
Strengthening its foothold in systems manufacturing and assembly has been a key
pillar in Hexagon Purus’ strategic roadmap and acquiring a long-term partner and
established market leader will fast-track the growth plan and sharpen Hexagon
Purus’ competitive edge.
“In Hexagon Purus, we believe that progress can’t wait. Together with Wystrach,
we share the ambition to lead the industry and contribute to a vision of Clean
Air Everywhere. By combining forces, we will have the scale and position to
accelerate the transition to hydrogen and in doing so, deliver significant value
to customers, shareholders and society going forward,” said Morten Holum, CEO of
Hexagon Purus. “The addition of Wystrach supports and accelerates our growth
plans in three key respects. It brings highly complementary capabilities, it
expands our product portfolio and it adds significant capacity needed to meet
industry demand.”
“Today’s market is highly dynamic. It demands strong alliances and brings up new
constellations. We have a long history of working with Hexagon Purus and a
common understanding of the market and its opportunities. Together we make
climate-friendly hydrogen applications a part of everyday life. Hexagon Purus is
the right industrial owner to further strengthen Wystrach and the legacy we have
built from the ground up,” said Wolfgang Wolter, Co-CEO of Wystrach.
“This combination is a great fit from both a cultural perspective and from a
segment expertise and customer perspective. It strengthens our offering and
gives us the capacity and additional expertise to support customers in their
transition to sustainable energy,” said Michael Kleschinski, EVP Hexagon Purus.
“I have great respect for what the team at Wystrach has accomplished under the
leadership of Wolfgang Wolter and Jochen Wystrach. I look forward to combining
our employees’ skills and industry expertise to become THE provider of turn-key
hydrogen solutions in the industry.”
About the market
The global market for hydrogen cylinders and storage systems is expected to grow
to USD 7 billion by 2030 and systems design, assembly and metalworking
capability are key to addressing this opportunity.
Hydrogen continues to build momentum globally as a key contributor to the energy
transition. Over 30 countries have released hydrogen roadmaps; more than USD
70bn in government funding is committed to hydrogen investments; 359 large-scale
hydrogen projects have been announced by the industry to date, and green
hydrogen is projected to supply up to 25% of the world’s energy needs by 2050.
Live video webcast
Hexagon Purus will host a webcast to present the acquisition on September 30th
at 10:30 AM Central European Time (CET). Interested investors/analysts/media can
follow the webcast live from www.hexagonpurus.com.
Interviews
Following the webcast:
Investors/analysts are invited to contact Dilip Warrier/Salman Alam to arrange
one-to-one sessions
Media are invited to contact Karen Romer/Ina Jünemann to schedule interviews
with Morten Holum, CEO Hexagon Purus or Michael Kleschinski, EVP Hexagon Purus
(see contact details below).
Contacts:
Dilip Warrier, CFO, Hexagon Purus
Telephone: +1 949-236-5528 | dilip.warrier@hexagonpurus.com
Salman Alam, Vice President Corporate Development, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com
Karen Romer, SVP Communications, Hexagon Composites
Telephone: +47 950 74 950 | karen.romer@hexagongroup.com
Ina Jünemann, Marketing Communications Manager, Hexagon Purus
Telephone: +49 151 58044647 | ina.juenemann@hexagonpurus.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by David
Bandele, CFO at Hexagon Composites ASA, on 30 September, 2021 at 07:00 CET.
About Hexagon Purus
Hexagon Purus, a Hexagon Composites company, is a world leading provider of
hydrogen type 4 high-pressure cylinders, battery packs and vehicle systems
integration for fuel cell electric and battery electric vehicles. Hexagon Purus
enables zero emission solutions for light, medium and heavy-duty vehicles,
buses, ground storage, distribution, maritime, rail and aerospace. Learn more at
www.hexagonpurus.com.
About Wystrach
Founded in 1988 in Weeze, Germany, Wystrach is a full-service provider of high-
pressure storage and transportation solutions for hydrogen and other gases. Its
portfolio includes stationary bundles; containers of all sizes; tank systems for
trains, buses, and trucks; and storage solutions, e.g. for power-to-gas
applications. The company also offers a mobile hydrogen refueling station, the
WyRefueler, in its range of products. In addition to in-house design and
production capabilities, Wystrach offers end-to-end service packages for
assembly, commissioning, and maintenance, and also provides support on approval
matters. Wystrach is based in the Lower Rhine region of Germany and
employs around 185 people.
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