Solstice To Acquire Element For $10 Per Share In Cash Plus 0.5 SOLS Share At An EV Of ~$14.5B Including The Assumption Of Net Debt

Solstice Advanced Materials (NASDAQ: SOLS ) ("Solstice" or the "Company") and Element Solutions (NYSE: ESI ) ("Element") today announced that they have entered into a definitive agreement for Solstice to acquire Element in a cash-and-stock transaction valued at approximately $14.5 billion, including the assumption of net debt.

The transaction represents a significant acceleration of Solstice's strategy to build an industry-leading advanced materials platform with increased exposure to high-growth electronics, AI infrastructure and other attractive end markets.

On a combined basis, Solstice and Element would have full year 2025 net sales of approximately $6.8 billion and a 26% adjusted EBITDA margin including run-rate synergies.

The combined company is expected to benefit from greater scale, a full suite of offerings for electronics customers, and an attractive set of specialty material businesses serving numerous attractive end markets.

Element adds focused electronics, formulation, and technical service capabilities and a robust technology portfolio that complement Solstice's strengths in chemistry, application development, refrigerant application solutions, and high-performance materials. "Overall, we believe the combined company will be very well-positioned to benefit from generational tailwinds in high-growth end markets," said David Sewell, President and CEO of Solstice. "Element brings highly complementary capabilities, deep customer relationships and a technical service-led model that expands how we support customers from early-stage development through high-volume manufacturing.

This high-performing team brings with it inimitable domain expertise and customer process know-how in addition to a compelling track-record of value creation for shareholders.

Together, we expect Element and Solstice to be extremely well positioned to deliver on our customers' growing requirements for signal integrity, thermal management, reliability and performance." Sewell added, "Both companies have strong cultures grounded in integrity, innovation, teamwork and customer focus, with comprehensive patent portfolios and highly talented employees who are at the top of their profession.

We intend to blend the best of our talents and cultures to build an organization with a broader technology platform and a stronger ability to co-innovate with customers to develop unique solutions addressing emerging, complex requirements from our combined customer base." Ben Gliklich, Chief Executive Officer of Element Solutions, said, "Since Element's founding in 2019, we have delivered a strategy balancing operational excellence and prudent capital allocation to cement our position in the fastest growing, highest value niches of our markets.

This transaction recognizes that achievement and brings together two great companies with shared attributes – strong market positions, attractive margins, deep technical know-how and excellent people – to accelerate their combined growth.

We are creating a scaled advanced materials platform with complementary capabilities to broaden our offerings in our core electronics markets and deliver differentiated solutions to customers.

We believe that the breadth of the combined portfolio along with enhanced innovation and manufacturing capabilities will allow us to better solve the pain points emerging in the leading edge of the electronics industry.

This is an exciting opportunity for our people and shareholders, both of whom are expected to participate in the anticipated long-term upside of the combined company." Strategic and Financial Rationale The transaction is expected to create several strategic and financial benefits, including: Creates Industry-Leading Advanced Materials Portfolio, Accelerating Solstice's Existing Strategy.

The combination advances Solstice's strategy to build a scaled advanced materials platform with greater exposure to electronics, AI infrastructure, thermal management, data center cooling applications and other attractive specialty markets.

Strengthens Solstice's Electronics Platform with Complementary Innovation and Customer Capabilities.

Element Solutions brings capabilities that are directly aligned with Solstice's electronics growth strategy, including formulation expertise, R&D, technical service and deep customer relationships.

Together, the companies will be better positioned to serve customers across semiconductor fabrication, advanced packaging and assembly, supporting them from early-stage development through qualification and high-volume production.

The combination is expected to create a broader platform for customer-led innovation as electronics customers increasingly need cutting edge materials technology to address the inherent challenges associated with advanced electronics.

The combined company's enhanced scale is also expected to accelerate Element's high-growth technologies, such as Kuprion ActiveCopper.

Broadens Solstice's Role Across AI Infrastructure and Other Secular Growth Markets.

The transaction is expected to strengthen Solstice's exposure to AI infrastructure by connecting its electronics, packaging and thermal management capabilities with data center cooling and refrigerant application solutions.

This broader platform will position the combined company to support customers across key parts of the advanced computing ecosystem, from higher-performance chips and packaging architectures to cooling solutions that improve efficiency and reliability.

The combined company is expected to also retain attractive specialty positions, including serving as the sole U.S. supplier of uranium conversion services that support the nuclear fuel cycle.

Strengthens Solstice's Long-Term Growth, Margin and Cash Flow Profile.

The combined company is expected to deliver faster growth while maintaining best-in-class margins and strong cash flow conversion.

On a combined company basis, Solstice expects to deliver mid-to-high single-digit CAGR revenue growth, h