Hexagon AB (Nasdaq Stockholm: HEXA B) announces that the Board of Directors, after a comprehensive assessment, has directed management to prepare for the separation of its Asset Lifecycle Intelligence ("ALI") division and related businesses ("NewCo") by way of a Lex Asea distribution (or "spin-off") to its shareholders, as previously announced on 25^th October 2024. The Board intends to propose the distribution and listing of NewCo's shares at a shareholder's meeting in early 2026, provided that the circumstances are deemed right at the time. 

Reflecting the geographical focus of NewCo's business, Intergraph's heritage as a U.S. public company and the location of its management team, Hexagon expects NewCo to list on a U.S. national securities exchange. Subject to regulatory approvals, Hexagon will establish a temporary Swedish Depository Receipt programme for NewCo via a listing on Nasdaq in Stockholm, for existing shareholders to locally participate in potential value creation and facilitate the transition to the U.S. listing.

"After an extensive review, we remain convinced that a spin-off allows each company to capitalise on their competitive advantages, execute on their increasingly distinct strategies, and leverage their greater agility to accelerate growth and benefit from clear structural tailwinds. We are excited by what's to come for each of these companies as well as the value we believe a spin-off will create for our employees, customers, and shareholders," says Ola Rollén, Chairman of the Board for Hexagon.

NewCo perimeter expanded to include Safety, Infrastructure & Geospatial

After the Board's evaluation, Hexagon has expanded the expected perimeter of NewCo to include the remainder of Hexagon's Safety, Infrastructure & Geospatial ("SIG") division, as opposed to solely the Utilities & Infrastructure business within SIG, as was previously communicated. As before, the NewCo perimeter will include the ETQ business (currently operating under the Manufacturing Intelligence division) and the Bricsys business (currently operating under the Geosystems division).

"The inclusion of SIG in the NewCo perimeter, as well as reflecting a shared history, presents significant financial and operational synergies. SIG's diversified and sticky global customer base expands NewCo's addressable market and adds more software solutions designed to transform complex data into powerful insights and analytics. The expanded NewCo perimeter also means a tighter focus for Hexagon on its core mission, to accelerate our leadership in measurement technologies and develop increasingly autonomous solutions for our customers across all end markets," added Ola Rollén.

NewCo

NewCo will be a pureplay software and SaaS company, offering comprehensive asset lifecycle intelligence, safety, infrastructure, and geospatial capabilities for a wide array of industries. NewCo will leverage best-in-class capabilities across diverse domains, applying them in new ways to deliver previously unrealised market advantages. With a data-centric strategy, NewCo will help customers plan, operate, and maintain assets more effectively, enabling clearer insights and better incident response. As a standalone company, NewCo will also have increased flexibility to pursue its distinct operating strategy, accelerate a SaaS transition and shift to recurring revenues, and establish a separate currency for future M&A. As previously announced, NewCo will be led by Mattias Stenberg who is currently President of Hexagon's ALI division.

"NewCo is uniquely positioned with software and services offerings for both industry and the public sector and the entire organisation is incredibly excited to leverage our scale, product portfolio, and collective expertise to drive the next phase of growth as a standalone company. We're confident that we're ideally placed to capitalise on both organic and inorganic opportunities in the market, and we look forward to what lies ahead." says Mattias Stenberg.

NewCo, including SIG, ETQ and Bricsys, had approximately 7,200 employees as of December 31, 2024, and revenues of approximately EUR 1,448 million with an adjusted operating margin (EBIT1) of approximately 31% for the year ended December 31, 2024, before consideration of standalone costs and using IFRS accounting standards.i

NewCo management changes

Steven Cost has announced his decision to retire from his current position as President of SIG at the end of Q1 2025.

"It has been a privilege leading our division and serving on the group management team during my tenure with Hexagon. I believe the future is great for the NewCo spin-off, and that including the SIG division will be a positive move for our customers and partners." said Steven Cost.

"I would like to thank Steven for his commitment to Hexagon over the last 18 years. I wish him every success and happiness in his retirement", says Ola Rollén.

Hexagon AB

Hexagon is the global leader in measurement technologies, with a comprehensive suite of metrology, reality capture and positioning solutions that connect the physical and the digital worlds. Hexagon remains well positioned to benefit from the accelerated adoption of these technologies, as customers strive to improve the quality, productivity, reliability and accuracy of both their products and operations, in the face of growing sustainability and demographic challenges. Looking forward, Hexagon's focus on robotic sensors and software, 3D digital environments and AI-enhanced analytics will continue to help customers steadily move towards more autonomous solutions, across discrete manufacturing, construction, mining and agriculture end markets.

Excluding NewCo, Hexagon had approximately 17,600 employees as of December 31, 2024, and revenues of approximately EUR 3,953 million with an adjusted operating margin (EBIT1) of approximately 29% for the year ended December 31, 2024. i

Process details

If approved by relevant stakeholders, it is the board's current expectation that the separation and listing process will be completed in the first half of 2026. Hexagon will provide additional information on the cost of the separation process and other key matters in due course.

The separation, spin-off and listing remain subject to this ongoing process and final approval of the board and shareholders, as well as being subject to other conditions, consents and regulatory approvals. There can be no assurances a separation, spin-off or listing will occur.

For further information, please contact:
Tom Hull, Head of Investor Relations, Hexagon AB, +44 7442 678 437, ir@hexagon.com
Anton Heikenström, Investor Relations Manager, Hexagon AB, +46 8 601 26 26, ir@hexagon.com

About Hexagon  

Hexagon is the global leader in precision technologies at any scale. Our digital twins, robotics and AI solutions are transforming the industries that shape our reality.   

Hexagon (Nasdaq Stockholm: HEXA B) has approximately 24,800 employees in 50 countries and net sales of approximately 5.4bn EUR. Learn more at hexagon.com and follow us @HexagonAB.   

Important information:

This communication does not constitute an offer to exchange, sell or buy securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This communication contains forward-looking statements. When used in this communication, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances in the measurement field, product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of Hexagon's management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by Hexagon's management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Hexagon disclaims any intention or obligation to update these forward-looking statements. Forward-looking statements are not guarantees of future performance and the actual results of Hexagon's operations and the development of the markets and the industry in which Hexagon operates or other outcomes suggested by such forward-looking statements (including any outcomes of a separation, a spin-off or a listing and any related business, financial, tax, regulatory or other implications, or differences between the existing ALI division and any separated business) may differ materially from those described in, or suggested by, the forward-looking statements contained in this communication.