Hexagon Purus ASA, a global leader in zero emission mobility solutions, has entered into an agreement to acquire 100% of Wystrach GmbH (“Wystrach”), a leading European systems and solutions provider for storage and 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
• 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.”