Announcement • Aug 28

Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) cancelled the acquisition of Element Solutions Inc (NYSE:ESI).

Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) entered into a definitive agreement to acquire Element Solutions Inc (NYSE:ESI) for $12.5 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 pursuant to a bridge commitment from Goldman Sachs Bank USA, which provides for a first lien senior secured 364-day bridge term loan credit facility in an aggregate principal amount of up to $4.685 billion and a $1 billion backstop senior secured revolving credit facility, only to be established if a proposed amendment to Solstice’s existing revolving credit agreement required to permit the bridge facility does not become effective on or prior to the closing of the transaction. Solstice intends to use the permanent debt financing, together with cash from its balance sheet, to fund the cash consideration payable at the closing of the transaction. Solstice remains focused on maintaining a consistently strong balance sheet and expects to continue managing its disciplined capital structure. In the event of termination, Solstice Advanced Materials shall pay a termination fee of $385 million while Element Solutions shall pay a termination fee of $376 million. 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, antitrust approval, approval by Solstice and Element shareholders, registration statement effectiveness, and the shares of Solstice Advanced Materials Common Stock to be issued in the Mergers shall have been approved for listing. The transaction 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 and fairness opinion provider for Solstice Advanced Materials, Inc. PJT Partners LP acted as financial advisor and fairness opinion provider for Solstice Advanced Materials, Inc. The Consello Group acted as financial advisor for Solstice Advanced Materials, Inc. William Curtin, III of Davis Polk & Wardwell LLP acted as legal advisor for Solstice Advanced Materials, Inc. Peter Cohen-Millstein and Bryan Lowrance of 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 and fairness opinion provider for Element Solutions Inc. James Langston, Nickolas Bogdanovich, Matthew Leist, Eric Wedel, Matthew Friestedt, Arian Mossanenzadeh, Annie Anderson, Jeffrey Samuels, Alyssa Wolpin, Scott Sher, Chuck Googe, Hilary Smith, Phil Grudzina, Stefanie Gitler and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Lauren O’Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for Element Solutions Inc. Viktor Okasmaa, Joshua Deason, Jonathan Zane, John Ablan, Russell Leaf, Jared Fertman, Cristopher Greer and Eddie Best of 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. Amy Shapiro, Craig Brod, Helena Grannis and Matthew Brigham of Cleary Gottlieb represented Solstice Advanced Materials Inc. in a bridge commitment related to the transaction. Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) cancelled the acquisition of Element Solutions Inc (NYSE:ESI) on August 27, 2026. No fees are payable by either party as a result of the transaction termination.

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