Element Solutions (ESI) M&A announcement summary

Deal rationale and strategic fit

• Creates a global advanced materials leader with $6.8B in 2025 net sales and $1.7B adjusted EBITDA, combining complementary portfolios in electronics, semiconductors, packaging, and thermal management.

• Positions the combined company to capitalize on secular tailwinds in AI, data centers, advanced packaging, and nuclear applications, accelerating innovation and market responsiveness.

• Enables end-to-end solutions across the semiconductor and electronics manufacturing value chain, from chip fabrication to packaging, assembly, and thermal management, with minimal product overlap.

• Enhances exposure to high-growth, less cyclical end markets, with balanced geographic and sector diversification.

• Strengthens customer relationships and co-innovation capabilities, leveraging deep technical expertise and established trust.

Financial terms and conditions

• Element Solutions shareholders receive $10 in cash plus 0.5 Solstice shares per Element share, valuing the deal at $14.5B including net debt, a 15% premium to prior close.

• Element Solutions shareholders will own about 44% of the combined company.

• Combined FY'25 net sales projected at $6.8B, with adjusted EBITDA of $1.7B and a 26% margin.

• Funded through a mix of Solstice equity, new debt, and cash on hand; $4.7B bridge financing secured, with a target to delever below 3x within 18 months.

• Fully committed financing in place; expected close in H1 2027, subject to shareholder and regulatory approvals.

Synergies and expected cost savings

• Over $180M in annual run-rate synergies identified by year three, including $100M from operational integration, $25M from supply chain, $20M from footprint optimization, and $35M from other initiatives.

• Additional revenue synergies anticipated from cross-selling, co-optimization, and integrated solutions.