Announcement • 12h

Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) entered into a definitive agreement to acquire Element Solutions Inc (NYSE:ESI) for $12.3 billion.

Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) entered into a definitive agreement to acquire Element Solutions Inc (NYSE:ESI) for $12.3 billion on July 6, 2026. The cash-and-stock transaction is valued at approximately $14.5 billion, including the assumption of net debt. Under the terms of the agreement, Element Solutions shareholders will receive, for each share of Element common stock, $10.00 in cash and 0.5 shares of Solstice common stock, representing implied consideration of approximately $50.10 per Element share and a premium of approximately 15% over Element’s closing share price on July 2, 2026. Upon closing, Element shareholders are expected to own approximately 44% of the combined company. Solstice has secured fully committed financing for the transaction in the form of an initial $4.7 billion bridge commitment from Goldman Sachs, which it plans to replace with permanent debt financing, which it intends to use in addition to cash from its balance sheet to fund the cash consideration payable at closing of the transaction. Solstice remains focused on maintaining a consistently strong balance sheet and expects to continue managing its disciplined capital structure. Upon closing, the combined company will operate as Solstice. David Sewell will serve as President and Chief Executive Officer of the combined company. Upon closing, Solstice’s Board of Directors will be comprised of 11 directors, including Element Solutions CEO Ben Gliklich and two other designees from the Element board, subject to standard governance procedures. In connection with the proposed transaction, Solstice intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of Solstice’s common stock to be issued in the proposed transaction and a joint proxy statement for Solstice’s and Element Solutions’ respective stockholders. The transaction is subject to customary closing conditions, including receipt of required regulatory approvals and approval by Solstice and Element shareholders, as applicable and has been unanimously approved by the respective Boards of Directors of both companies and is expected to close in the first half of 2027. The transaction is expected to be accretive to Adjusted EPS in year one after close. Goldman Sachs & Co. LLC acted as financial advisor for Solstice Advanced Materials, Inc. PJT Partners Inc. acted as financial advisor for Solstice Advanced Materials, Inc. The Consello Group acted as financial advisor for Solstice Advanced Materials, Inc. Davis Polk & Wardwell LLP acted as legal advisor for Solstice Advanced Materials, Inc. Hogan Lovells US LLP acted as legal advisor for Solstice Advanced Materials, Inc. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor with respect to acquisition financing for Solstice Advanced Materials, Inc. BofA Securities, Inc. acted as financial advisor for Element Solutions Inc. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for Element Solutions Inc. Wilkie Farr & Gallagher LLP is serving as legal counsel to Goldman Sachs as a committed financing source in connection with the acquisition financing. Collected Strategies, LLC is serving as strategic communications advisor.

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Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) entered into a definitive agreement to acquire Element Solutions Inc (NYSE:ESI) for $12.3 billion.

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