Element Solutions (ESI) Investor presentation summary

Transaction overview and structure

• Solstice to acquire Element Solutions in a cash and stock deal valued at $14.5 billion, with Element shareholders receiving $10.00 in cash and 0.500 Solstice shares per Element share, representing a 15% premium over Element's July 2, 2026 closing price.

• The combined company expects to maintain a strong balance sheet, with net leverage of 3.5x at close and a target to de-lever to under 3x Adjusted EBITDA within 18 months.

• Transaction is subject to shareholder and regulatory approvals, with closing anticipated in the first half of 2027.

• David Sewell will serve as CEO, and the board will include Element Solutions' CEO and two other Element designees.

Strategic rationale and market positioning

• The merger creates an advanced materials leader with $6.8B in 2025 net sales, $1.7B Adjusted EBITDA, and a 26% margin, holding over 8,300 patents.

• The combined portfolio offers comprehensive solutions in semiconductor fabrication, packaging, assembly, and thermal management, targeting high-growth markets like electronics, data centers, and nuclear.

• Positioned to capture secular tailwinds from AI, advanced computing, electrification, and energy evolution.

• The company will serve a global customer base with a strong presence in electronics (34% of sales), specialties, and advanced packaging.

Synergies and financial impact

• Over $180M in annualized net synergies expected by year three, driven by operational savings, supply chain improvements, and footprint optimization.

• Additional upside anticipated from revenue synergies and cross-selling opportunities.

• Medium-term sales CAGR projected at mid- to high-single digits, with Adjusted EBITDA CAGR in the high-single to low-double digits and cash conversion around 75%.

• The deal is expected to be accretive to adjusted EPS in year one.