Worthington Enterprises : Planned Acquisition of Hexagon Ragasco and Formation of Sustainable Energy Solutions JV

P L A N N E D A C Q U I S I T I O N O F H E X A G O N R A G A S C O A N D

F O R M A T I O N O F S U S T A I N A B L E E N E R G Y S O L U T I O N S J V

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On May 29, 2024, Worthington Enterprises announced the planned acquisition of Hexagon Ragasco and the formation of a Sustainable Energy Solutions Joint Venture with Hexagon Composites

Sustainable Energy Solutions (SES) Joint Venture (JV)

• Sold 49% interest in SES segment to Hexagon Composites for approximately $10M, effective 05/29/24
• Worthington will maintain 49% ownership of the unconsolidated JV; remaining 2% will be held by SES management
• Hexagon Composites is a global leader in clean energy solutions and the new ownership structure is expected to better position the business for future success

Hexagon Ragasco acquisition

• Plan to purchase 100% of Hexagon Ragasco for approximately $98M, subject to closing adjustments and a potential earnout out based on the business financial performance through the remainder of calendar year 2024
• A global market leader in lightweight, customizable propane (LPG) composite cylinders
• Calendar year 2023 net sales of approximately $64M and adjusted EBITDA of $13M
• Expected to close on or around 06/03/23

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Hexagon Ragasco Acquisition

Hexagon Ragasco will become part of the Building Products segment

• Manufacturing facility in Raufoss, Norway with approximately 130 employees
• Calendar year 2023 Net sales of approximately $64M and adjusted EBITDA of $13M
• A global market leader in lightweight, customizable LPG composite cylinders used for leisure, household (cooking) and industrial applications
• Complementary to our Amtrol-Alfa facility in Portugal
• Furthers Worthington's interests in advancing the use of clean fuels as part of the global energy transition

HISTORICAL

FINANCIAL METRICS

( $ MILLIONS)

NET SALES 1

$66$64

$54

CY21

CY22

CY23

ADJ. EBITDA1

$12$13

$9

CY21CY22CY23

	1 Financials adjusted to reflect carve out from Hexagon Composites and
	converted from NOK to USD assuming exchange rate of 10.97 NOK/USD
Broad array customized composite LPG cylinders used for leisure, household and industrial applications	3

Hexagon Ragasco operates a high volume, highly automated manufacturing facility in Raufoss, Norway

Location + Capacity			Key Highlights
			• High overall equipment effectiveness and mature
			world class manufacturing developed over the years
			• Full traceability and advanced data collection
			throughout the production process
			• Well-developed business support infrastructure and
	13,400m2 Facility	processes
			• Highly competent workforce, attractive to technical
			and commercial talents, and low employee turnover

Production Capacity

~ 2m units/year

• Unique continuous improvement culture demonstrated by substantial productivity gains over the years

Avg. cylinder production time, seconds

- 84%

74 sec

1

	12 sec
2000	2022

1 Awarded by Smart Industry in 2015

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Hexagon Ragasco fits well within the Building Products Segment and aligns with our acquisition strategy to drive profitable growth

Strategic rationale

• Expands LPG platform in Building Products segment
• Adds a global market leader in lightweight LPG composite cylinders
• Enhances manufacturing expertise through a highly automated production facility and technical workforce with global sales reach
• Broadens customer base into new regions and use cases
• Complements our existing Amtrol-Alfa facility in Portugal
• Attractive financial profile with high teens EBITDA margins and solid cash flow
• Expected to be accretive to earnings with the potential for future synergies related to best practice sharing along with future commercial and purchasing opportunities

Aligns well our with	✓ Strong brand and market position
acquisition criteria	✓ Higher margin, higher growth brands or products
	✓ Asset-light or low capital intensity business model
	✓ Exposure to the channels where we have leadership positions
	✓ Additive capabilities - must make us better
	✓ Demonstrated sustainable competitive advantage

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Building Products Segment At-a-Glance

KEY FIGURES

(TTM AS OF Q3 FY24 1 )

Heating & Cooking

Facilitating the transition away from fuel oil & biomass, as well as providing back-up power solutions.

Water

Key component in providing safe and clean drinking water in homes and buildings​.

Cooling

Integral in storing and transporting refrigerants while facilitating the transition to lower global-warming potential and ozone-depleting gases.

Construction

Provides safe storage and transport of spray polyurethane foam insulation and roofing adhesive.

Ceiling Solutions

Solutions for ceilings, walls and partitions, suspended systems, and trim and transitions in numerous commercial, education, healthcare, retail and specialty environments, among others.

Metal Framing

Cold-formed steel framing and drywall/plastering finishing systems for interior and exterior applications, as well as clips, connectors, metal lath, welded wire, barrier mesh and accessories.

Adds to our heating & cooking offerings in Building Products segment and expands overall capabilities

$640M 35% $222M

NET SALES

AD J . EBI TD A MAR GI N

AD J . EBI TD A

FINANCIAL METRICS

( $ MILLIONS 1 )

NET SALES

$673	$717	$640

FY22FY23TTM

	ADJ. EBITDA
$237	$220	$222

FY22

FY23

TTM

1 TTM figures as of Q3 FY2024 and does not include impact of Hexagon Ragasco acquisition. Net Sales reflects wholly-owned businesses only, exclude JVs.

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Worthington Enterprises

KEY INVESTMENT HIGHLIGHTS

• Established Portfolio of Market-Leading Brands
• Strong Underlying Secular Trends Enabling Steady Long-Term Growth
• Business Model Drives High Free Cash Flow and Returns
• Worthington Business System Accelerates Growth and Profitability
• Innovation For Highly Engineered Products Drives Incremental Sales and Margin
• Guided by Our Philosophy - a People-First,Performance-Based Culture
• Low Leverage and Ample Liquidity Provides Financial Flexibility

1 TTM figures as of Q3 FY2024. Sales exclude pro-rata share of unconsolidated JV sales. Percentages may not add up to 100% due to rounding.

FOUNDED IN

1955

NET SALES OF

$1.3 BILLION1

Adj. EBITDA of $279 million

Net Sales by End-Market1

40%49%

11%

Building Products Consumer Products

Sustainable Energy Solutions	7