Another milestone transaction. Another headline deal in the sustainable mobility sector. CERHA HEMPEL once again at the forefront - advising Worthington Cylinders GmbH, a subsidiary of Worthington Enterprises, on the sale of its alternative fuels business to Norway-based Hexagon Composites ASA.
The transaction marks the final step in Hexagon's strategic entry into Worthington Cylinders GmbH and its Sustainable Energy Solutions (SES) business. Following the acquisition of a 49% stake by Hexagon in 2024 – where CERHA HEMPEL already acted as lead counsel – Worthington Cylinders GmbH has once again relied on the firm's transactional excellence to advise on the carve-out and sale of 100% of SES Composites.
"From initial structuring to execution, this deal demanded precision, creativity, and cross-border coordination – exactly the kind of challenge our M&A team thrives on." – Albert Birkner, Partner
Structured in three sophisticated phases, the transaction showcases a blueprint for complex carve-out architecture: In a first step, Worthington Cylinders GmbH transfers all assets related to the alternative fuels business to its Polish subsidiary, Worthington Industries Poland, by way of an asset deal. In a second phase, the shares held by Worthington Cylinders GmbH in Worthington Industries Poland and PTEC Pressure Technology GmbH will be spun off to a newly established holding company. In the final step, the shares in this holding company will be sold to Hexagon, resulting in Hexagon acquiring 100% ownership of SES Composites.
This transaction will enable both parties to sharpen their strategic focus: Hexagon strengthens its position in clean energy mobility, while Worthington Cylinders repositions its core industrial gas business. The SES facility in Kienberg (Austria) will remain under joint ownership, continuing to serve the industrial gas cylinder market.
Worthington Cylinders GmbH is a leading European supplier of high-pressure cylinders and systems for the storage and distribution of compressed gases. Its alternative fuels business manufactures composite cylinders and systems in Słupsk, Poland, and operates a valve assembly facility in Burscheid, Germany.
Like Hexagon, SES Composites plays a key role in supplying CNG fuel systems to European original equipment manufacturers in the transit bus sector. On a pro-forma basis, SES Composites reported revenues of EUR 28 million and an EBITDA of EUR 700,000 for the year 2024. For 2025, revenue is projected to increase to approximately EUR 33 million, with EBITDA expected to reach around EUR 2 million, reflecting a strong order pipeline and positive market outlook.
The transaction is expected to close by the end of Q3 2025.
"This was one of those rare transactions where legal complexity meets industrial transformation – and we were right in the centre of it." – Nadine Leitner, Partner
CERHA HEMPEL advised Worthington Cylinders GmbH on all Austrian legal aspects of the transaction. The team at CERHA HEMPEL consisted of partners Albert Birkner, Nadine Leitner, senior associate Jakob Weber and associates Lela Ghoreishi and Ana Gudadze (all Corporate/M&A).