{"success":true,"data":{"pressRelease":{"id":"80800","rtpr_id":"nPn8V0ntKa","ticker":"ESI","exchange":"NYSE","all_tickers":["ESI","SOLS"],"title":"Solstice Advanced Materials to Acquire Element Solutions, Creating an Industry-Leading Advanced Materials Platform Aligned to Serving Attractive Secular Growth Markets","author":"PR Newswire","published_at":"2026-07-06T12:06:23.473Z","article_body":"Solstice Advanced Materials to Acquire Element Solutions, Creating an Industry-Leading Advanced Materials Platform Aligned to Serving Attractive Secular Growth Markets\n\nPR Newswire\n\nMORRIS PLAINS, N.J., and MIAMI, July 6, 2026\n\n * Accelerates Solstice's strategy by deepening exposure to high-growth markets\nwhere materials innovation, performance and reliability are increasingly\ncritical\n * Creates a leading, integrated electronics platform spanning semiconductor\nfabrication, packaging and assembly, while expanding thermal management for\nchip and data center cooling\n * Enhances R&D, technical-service and commercial capabilities with a focus\non customer co-innovation as requirements across electronics and AI\ninfrastructure become more complex and mission-critical\n * Expected to strengthen Solstice's long-term financial profile, with the goal\nof delivering faster growth while sustaining top-tier margins and strong free\ncash flow\n * Transaction expected to be accretive to sales growth and adjusted EPS in year\none\n * Solstice and Element Solutions to hold conference call today at 8:30AM ET\nMORRIS PLAINS, N.J., and MIAMI, July 6, 2026 /PRNewswire/ -- Solstice Advanced\nMaterials (Nasdaq: SOLS) (\"Solstice\" or the \"Company\") and Element Solutions\n(NYSE: ESI) (\"Element\") today announced that they have entered into a\ndefinitive agreement for Solstice to acquire Element in a cash-and-stock\ntransaction valued at approximately $14.5 billion, including the assumption of\nnet debt. The transaction represents a significant acceleration of Solstice's\nstrategy to build an industry-leading advanced materials platform with\nincreased exposure to high-growth electronics, AI infrastructure and other\nattractive end markets.\n\nOn a combined basis, Solstice and Element would have full year 2025 net sales\nof approximately $6.8 billion and a 26% adjusted EBITDA margin including\nrun-rate synergies. The combined company is expected to benefit from greater\nscale, a full suite of offerings for electronics customers, and an attractive\nset of specialty material businesses serving numerous attractive end markets.\nElement adds focused electronics, formulation, and technical service\ncapabilities and a robust technology portfolio that complement Solstice's\nstrengths in chemistry, application development, refrigerant application\nsolutions, and high-performance materials.\n\n\"Overall, we believe the combined company will be very well-positioned to\nbenefit from generational tailwinds in high-growth end markets,\" said David\nSewell, President and CEO of Solstice. \"Element brings highly complementary\ncapabilities, deep customer relationships and a technical service-led model\nthat expands how we support customers from early-stage development through\nhigh-volume manufacturing. This high-performing team brings with it inimitable\ndomain expertise and customer process know-how in addition to a compelling\ntrack-record of value creation for shareholders. Together, we expect Element\nand Solstice to be extremely well positioned to deliver on our customers'\ngrowing requirements for signal integrity, thermal management, reliability and\nperformance.\"\n\nSewell added, \"Both companies have strong cultures grounded in integrity,\ninnovation, teamwork and customer focus, with comprehensive patent portfolios\nand highly talented employees who are at the top of their profession. We\nintend to blend the best of our talents and cultures to build an organization\nwith a broader technology platform and a stronger ability to co-innovate with\ncustomers to develop unique solutions addressing emerging, complex\nrequirements from our combined customer base.\"\n\nBen Gliklich, Chief Executive Officer of Element Solutions, said, \"Since\nElement's founding in 2019, we have delivered a strategy balancing operational\nexcellence and prudent capital allocation to cement our position in the\nfastest growing, highest value niches of our markets. This transaction\nrecognizes that achievement and brings together two great companies with\nshared attributes – strong market positions, attractive margins, deep\ntechnical know-how and excellent people – to accelerate their combined\ngrowth. We are creating a scaled advanced materials platform with\ncomplementary capabilities to broaden our offerings in our core electronics\nmarkets and deliver differentiated solutions to customers. We believe that the\nbreadth of the combined portfolio along with enhanced innovation and\nmanufacturing capabilities will allow us to better solve the pain points\nemerging in the leading edge of the electronics industry. This is an exciting\nopportunity for our people and shareholders, both of whom are expected to\nparticipate in the anticipated long-term upside of the combined company.\"\n\nStrategic and Financial Rationale\n\nThe transaction is expected to create several strategic and financial\nbenefits, including:\n\n * Creates Industry-Leading Advanced Materials Portfolio, Accelerating Solstice's\nExisting Strategy. The combination advances Solstice's strategy to build a\nscaled advanced materials platform with greater exposure to electronics, AI\ninfrastructure, thermal management, data center cooling applications and other\nattractive specialty markets.\n * Strengthens Solstice's Electronics Platform with Complementary Innovation and\nCustomer Capabilities. Element Solutions brings capabilities that are directly\naligned with Solstice's electronics growth strategy, including formulation\nexpertise, R&D, technical service and deep customer relationships.\nTogether, the companies will be better positioned to serve customers across\nsemiconductor fabrication, advanced packaging and assembly, supporting them\nfrom early-stage development through qualification and high-volume production.\nThe combination is expected to create a broader platform for customer-led\ninnovation as electronics customers increasingly need cutting edge materials\ntechnology to address the inherent challenges associated with advanced\nelectronics. The combined company's enhanced scale is also expected to\naccelerate Element's high-growth technologies, such as Kuprion ActiveCopper.\n * Broadens Solstice's Role Across AI Infrastructure and Other Secular Growth\nMarkets. The transaction is expected to strengthen Solstice's exposure to AI\ninfrastructure by connecting its electronics, packaging and thermal management\ncapabilities with data center cooling and refrigerant application solutions.\nThis broader platform will position the combined company to support customers\nacross key parts of the advanced computing ecosystem, from higher-performance\nchips and packaging architectures to cooling solutions that improve efficiency\nand reliability. The combined company is expected to also retain attractive\nspecialty positions, including serving as the sole U.S. supplier of uranium\nconversion services that support the nuclear fuel cycle.\n * Strengthens Solstice's Long-Term Growth, Margin and Cash Flow Profile. The\ncombined company is expected to deliver faster growth while maintaining\nbest-in-class margins and strong cash flow conversion. On a combined company\nbasis, Solstice expects to deliver mid-to-high single-digit CAGR revenue\ngrowth, high single-digit to low double-digit CAGR Adjusted EBITDA growth, and\ncash conversion of approximately 75% over the medium term. Solstice expects to\nrealize more than $180 million of net synergies by the third year following\nclose, driven by procurement efficiencies, manufacturing optimization, supply\nchain optimization, operational efficiencies and SG&A savings. The\ncombined company also expects additional significant benefits from revenue\nsynergy opportunities over time.\n * Accretive in Year One, with Rapid De-leveraging. The transaction is expected\nto be accretive to Adjusted EPS in year one after close. Additionally, the\ncombined company is expected to have net leverage of approximately 3.5x at\nclose and anticipates de-levering to below 3x Adjusted EBITDA within 18 months\nof close. The combined company will remain committed to maintaining a strong\nsub-investment grade credit rating with a target net leverage ratio of 2.0 –\n3.0x Adjusted EBITDA. Further, the combined company expects to continue its\npolicy of maintaining and growing its quarterly dividend over time.\n\"This transaction allows us to amplify our transformational growth in\nelectronics while building on the strength of Solstice's existing businesses,\"\nSewell said. \"Our refrigerant application solutions platform, including data\ncenter cooling, and our specialty exposures such as nuclear fuel remain core\nto the combined company's value proposition and central to helping customers\nimprove efficiency, resilience and performance. Together, we aim to create a\nhigher growth, higher margin advanced materials leader with greater global\nreach. I am confident we will successfully integrate our teams by taking a\nbest-of-both approach, building on our respective strengths, and creating an\neven stronger organization.\"\n\nTransaction Details\n\nUnder the terms of the agreement, Element Solutions shareholders will receive,\nfor each share of Element common stock, $10.00 in cash and 0.500 shares of\nSolstice common stock, representing implied consideration of approximately\n$50.10 per Element share and a premium of approximately 15% over Element's\nclosing share price on July 2, 2026. Upon closing, Element shareholders are\nexpected to own approximately 44% of the combined company.\n\nThe transaction has been unanimously approved by the respective Boards of\nDirectors of both companies and is expected to close in the first half of\n2027, subject to customary closing conditions, including receipt of required\nregulatory approvals and approval by Solstice and Element shareholders, as\napplicable.\n\nUpon closing, the combined company will operate as Solstice. David Sewell will\nserve as President and Chief Executive Officer of the combined company.\nSolstice expects to maintain a strong operating presence across both\ncompanies' existing major sites and build a leadership team with strong\nrepresentation from both organizations to drive our shared success.\n\nUpon closing, Solstice's Board of Directors will be comprised of 11 directors,\nincluding Element Solutions CEO Ben Gliklich and two other designees from the\nElement board, subject to standard governance procedures.\n\nFinancing\n\nSolstice has secured fully committed financing for the transaction in the form\nof an initial $4.7 billion bridge commitment from Goldman Sachs, which it\nplans to replace with permanent debt financing, which it intends to use in\naddition to cash from its balance sheet to fund the cash consideration payable\nat closing of the transaction. Solstice remains focused on maintaining a\nconsistently strong balance sheet and expects to continue managing its\ndisciplined capital structure.\n\nConference Call and Additional Materials\n\nSolstice and Element Solutions will host a joint investor conference call and\nwebcast today at 8:30 am Eastern Time to discuss the transaction.\n\nThe live webcast and accompanying investor presentation will be available on\nthe investor relations sections of Solstice's and Element's websites at\ninvestor.solstice.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=4254243114&u=https%3A%2F%2Finvestor.solstice.com%2F&a=investor.solstice.com)\n and www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3573765053&u=https%3A%2F%2Fwww.elementsolutionsinc.com%2F&a=www.elementsolutionsinc.com)\n. A replay of the webcast will be available following the call.\n\nAdvisors\n\nGoldman Sachs is serving as lead financial advisor to Solstice alongside PJT\nPartners. Consello also provided advisory services to Solstice. Davis Polk\n& Wardwell LLP and Hogan Lovells Cadwalader LLP are serving as M&A\ncounsel and Cleary Gottlieb Steen & Hamilton LLP is serving as legal\ncounsel with respect to acquisition financing. Wilkie Farr & Gallagher LLP\nis serving as legal counsel to Goldman Sachs as a committed financing source\nin connection with the acquisition financing.\n\nBofA Securities, Inc. is serving as financial advisor to Element Solutions,\nPaul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel\nand Collected Strategies, LLC is serving as strategic communications advisor.\n\nAbout Solstice\n\nSolstice is a leading global specialty materials company that advances\nscience for smarter outcomes. Solstice offers high-performance solutions that\nenable critical industries and applications, including refrigerants,\nsemiconductor manufacturing, data center cooling, nuclear power, protective\nfibers, healthcare packaging and more. Solstice is recognized for developing\nnext-generation materials through some of the industry's most renowned brands\nsuch as Solstice(®), Genetron(®), Aclar(®), Spectra(®), Fluka™ and\nHydranal™. Partnering with over 3,000 customers across more than 120\ncountries and territories and supported by a robust portfolio of over 5,700\npatents and pending applications, Solstice's approximately 4,000 employees\nworldwide drive innovation in materials science. For more information, visit\nwww.solstice.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=256282511&u=https%3A%2F%2Fwww.solstice.com%2F&a=www.solstice.com)\n.\n\nAbout Element Solutions\n\nElement Solutions is a leading global specialty chemicals technology company\nwhose businesses supply a broad range of solutions that enhance the\nperformance of products people use every day. Developed in multi-step\ntechnological processes, these innovative solutions enable customers'\nmanufacturing processes in multiple high-value industries, including\nsemiconductor fabrication, high-performance computing, automotive systems,\nconsumer electronics, power electronics, communications and data storage\ninfrastructure, aerospace and defense, industrial surface finishing and\noffshore energy. More information about the Company is available\nat www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3573765053&u=https%3A%2F%2Fwww.elementsolutionsinc.com%2F&a=www.elementsolutionsinc.com)\n.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis communication contains certain forward-looking statements within the\nmeaning of the federal securities laws made pursuant to the safe harbor\nprovisions of the Private Securities Litigation Reform Act of 1995 with\nrespect to the proposed transaction between Solstice and Element Solutions,\nthat involve substantial risks and uncertainties. These statements can be\nidentified by the fact that they do not relate strictly to historical or\ncurrent facts, but rather are based on current expectations, estimates,\nassumptions and projections regarding, among other things, the anticipated\nbenefits and timing of the proposed transaction, synergies, expected future\nfinancial position, total addressable market, position in specialty chemicals\nand advanced materials verticals and the industry, business and financial\nresults of each company and the combined company, including the combined\ncompany's expected Adjusted EBITDA and Adjusted EBITDA margin, expected\nsynergies, net debt and net leverage, anticipated de-leveraging, expected\naccretion to Adjusted EPS and expected growth, margins and free cash flow.\nForward-looking statements often include words such as \"anticipates,\"\n\"estimates,\" \"expects,\" \"positioned,\" \"projects,\" \"forecasts,\" \"intends,\"\n\"plans,\" \"continues,\" \"could,\" \"believes,\" \"may,\" \"will,\" \"would,\" \"should,\"\n\"goals,\" \"pro forma\" and words and terms of similar substance in connection\nwith discussions of the proposed transaction and the future operating or\nfinancial performance of the combined company. As with any projection or\nforecast, forward-looking statements are inherently susceptible to uncertainty\nand changes in circumstances. Solstice's, Element Solutions' or the combined\ncompany's actual results may vary materially from those expressed or implied\nin the forward-looking statements. Accordingly, undue reliance should not be\nplaced on any forward-looking statement made by Solstice or on its behalf.\nAlthough Solstice and Element Solutions believe that the forward-looking\nstatements contained in this communication are based on reasonable\nassumptions, you should be aware that a variety of factors, many of which are\ndifficult to predict and outside of Solstice's or Element Solutions' control,\ncould affect Solstice's, Element Solutions' or the combined company's actual\nfinancial results or results of operations and could cause actual results to\ndiffer materially from those in such forward-looking statements, including,\nbut not limited to: the completion of the proposed transaction on the\nanticipated terms and timing, including obtaining stockholder, regulatory and\nother approvals, anticipated tax treatment, unforeseen liabilities, future\ncapital expenditures, revenues, expenses, earnings, synergies, economic\nperformance, indebtedness, financial condition, future prospects, business and\nmanagement strategies, expansion and growth of Solstice's and Element\nSolutions' businesses and other conditions to the completion of the proposed\ntransaction; failure to realize the anticipated benefits of the proposed\ntransaction, or that such benefits may take longer to realize or be more\ncostly to achieve than expected, including as a result of delay in completing\nthe proposed transaction, Solstice's ability to integrate Element Solutions'\noperations and product lines or due to unexpected costs, liabilities or\ndelays; the ability of the parties to obtain or consummate financing related\nto the proposed transaction upon acceptable terms or at all; the dilution\ncaused by Solstice's issuance of additional shares of its common stock in\nconnection with the consummation of the proposed transaction; the risk of a\ndowngrade of the credit rating of Solstice's indebtedness; a material adverse\nchange in the financial condition of Solstice, Element Solutions or the\ncombined company; potential litigation relating to the proposed transaction\nthat could be instituted against Solstice, Element Solutions or their\nrespective directors; Solstice's and Element Solutions' ability to implement\ntheir business strategies; the risk that disruptions from the proposed\ntransaction will harm Solstice's or Element Solutions' respective businesses,\nincluding current plans and operations; the ability of Solstice or Element\nSolutions to retain and hire key personnel; potential adverse reactions or\nchanges to business relationships resulting from the announcement or\ncompletion of the proposed transaction; uncertainty as to the long-term value\nof Solstice's common stock; risks associated with third party contracts\ncontaining consent and/or other provisions triggered by the proposed\ntransaction; legislative, regulatory, political and economic developments\naffecting Solstice's, Element Solutions' or the combined company's respective\nbusinesses; the evolving legal, regulatory and tax regimes under which\nSolstice and Element Solutions operate; potential business uncertainty,\nincluding changes to existing business relationships, during the pendency of\nthe proposed transaction that could affect Solstice's and/or Element\nSolutions' financial performance; restrictions during the pendency of the\nproposed transaction that may impact Solstice's or Element Solutions' ability\nto pursue certain business opportunities or strategic transactions; an overall\ndecline in the health of the economy and the industries in which Solstice and\nElement Solutions operate, including as a result of inflation, tariffs and\nother trade barriers and restrictions, market volatility, geopolitical\ninstability and social unrest, the possibility of an economic downturn or\nrecession or other macroeconomic factors; unpredictability and severity of\ncatastrophic events, including, but not limited to, acts of terrorism or\noutbreak of war or hostilities, as well as Solstice's and Element Solutions'\nresponse to any of the aforementioned factors; failure to receive the approval\nof the stockholders of Solstice and/or Element Solutions; and the occurrence\nof any event, change or other circumstance that could give rise to the\ntermination of the merger agreement. The foregoing list of factors is not\nexhaustive. You should carefully consider the foregoing factors and the other\nrisks and uncertainties that affect the businesses of Solstice and Element\nSolutions described in the \"Risk Factors\" section of their respective Annual\nReports on Form 10-K for the year ended December 31, 2025, Quarterly Reports\non Form 10-Q and other documents filed by either of them from time to time\nwith the SEC. These filings identify and address other important risks and\nuncertainties that could cause actual events and results to differ materially\nfrom those implied by forward-looking statements in this communication.\nForward-looking statements speak only as of the date they are made. Readers\nare cautioned not to put undue reliance on forward-looking statements, and\nSolstice and Element Solutions assume no obligation and do not intend to\nupdate or revise these forward-looking statements, whether as a result of new\ninformation, future events or otherwise, except as otherwise required by\nsecurities or other applicable law. Neither Solstice nor Element Solutions\ngives any assurance that either Solstice or Element Solutions will achieve its\nexpectations.\n\nImportant Information and Where to Find It\n\nIn connection with the proposed transaction, Solstice intends to file with the\nSEC a registration statement on Form S-4 (the \"Registration Statement\"), which\nwill include a prospectus with respect to the shares of Solstice's common\nstock to be issued in the proposed transaction and a joint proxy statement for\nSolstice's and Element Solutions' respective stockholders (the \"Joint Proxy\nStatement/Prospectus\"). The definitive Joint Proxy Statement/Prospectus (if\nand when available) will be mailed to stockholders of Solstice and Element\nSolutions after it is declared effective. Each of Solstice and Element\nSolutions may also file with or furnish to the SEC other relevant documents\nregarding the proposed transaction. This communication is not a substitute for\nthe Registration Statement, the Joint Proxy Statement/Prospectus or any other\ndocument that Solstice or Element Solutions may mail to their respective\nstockholders in connection with the proposed transaction.\n\nINVESTORS AND SECURITY HOLDERS OF SOLSTICE AND ELEMENT SOLUTIONS ARE URGED TO\nREAD THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS\nINCLUDED WITHIN THE REGISTRATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY\nWHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH\nTHE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY\nREFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY\nSTATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),\nBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOLSTICE, ELEMENT\nSOLUTIONS, THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\nInvestors and security holders may obtain free copies of the Joint Proxy\nStatement/Prospectus and other documents filed with the SEC by Solstice or\nElement Solutions through the website maintained by the SEC at\nhttp://www.sec.gov\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=2209405322&u=http%3A%2F%2Fwww.sec.gov%2F&a=http%3A%2F%2Fwww.sec.gov)\nor from Solstice at its website, https://www.solstice.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3003498978&u=https%3A%2F%2Fwww.solstice.com%2F&a=https%3A%2F%2Fwww.solstice.com)\n, or from Element Solutions at its website,\nhttps://www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=4002340438&u=https%3A%2F%2Fwww.elementsolutionsinc.com%2F&a=https%3A%2F%2Fwww.elementsolutionsinc.com)\n(information included on or accessible through the SEC website or either of\nSolstice's or Element Solutions' website is not incorporated by reference into\nthis communication).\n\nParticipants in Solicitation\n\nSolstice and Element Solutions and their respective directors and executive\nofficers may be deemed to be participants in the solicitation of proxies from\nthe stockholders of Solstice and Element Solutions in connection with the\nproposed transaction.\n\nInformation about the interests of the directors and executive officers of\nSolstice and Element Solutions and other persons who may be deemed to be\nparticipants in the solicitation of stockholders of Solstice and Element\nSolutions in connection with the proposed transaction and a description of\ntheir direct and indirect interests, by security holdings or otherwise, will\nbe included in the Joint Proxy Statement/Prospectus, which will be filed with\nthe SEC.\n\nInformation about Solstice's directors and executive officers and their\nownership of Solstice's common stock is set forth in Solstice's proxy\nstatement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed\nwith the SEC on April 2, 2026 under the headings \"Director Compensation\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=108164351&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_93&a=Director+Compensation)\n,\" \"Compensation Discussion and Analysis\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3973612382&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_84&a=Compensation+Discussion+and+Analysis)\n,\" \"Executive Compensation Tables\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=1302072964&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_90&a=Executive+Compensation+Tables)\n\" and \"Stock Ownership Information\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=1777592326&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_102&a=Stock+Ownership+Information)\n.\" To the extent that holdings of Solstice's securities have changed since the\namounts printed in Solstice's proxy statement, such changes have been or will\nbe reflected on Initial Statements of Beneficial Ownership of Securities on\nForm 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with\nthe SEC.\n\nInformation about Element Solutions' directors and executive officers and\ntheir ownership of Element Solutions' common stock is set forth in Element\nSolutions' proxy statement for its 2026 Annual Meeting of Stockholders on\nSchedule 14A filed with the SEC on March 23, 2026 under the headings \"Director\nCompensation\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=829683486&u=https%3A%2F%2Fwww.sec.gov%2Fixviewer-plus%2Fix.xhtml%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001590714%2F000159071426000034%2Fesi-20260323.htm%23ic2015f2b50624ca1991aedc57554281a_103&a=Director+Compensation)\n,\" \"Executive Compensation\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=2450772520&u=https%3A%2F%2Fwww.sec.gov%2Fixviewer-plus%2Fix.xhtml%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001590714%2F000159071426000034%2Fesi-20260323.htm%23ic2015f2b50624ca1991aedc57554281a_118&a=Executive+Compensation)\n\" and \"Security Ownership\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=2019998902&u=https%3A%2F%2Fwww.sec.gov%2Fixviewer-plus%2Fix.xhtml%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001590714%2F000159071426000034%2Fesi-20260323.htm%23ic2015f2b50624ca1991aedc57554281a_184&a=Security+Ownership)\n.\" To the extent that holdings of Element Solutions' securities have changed\nsince the amounts printed in Element Solutions' proxy statement, such changes\nhave been or will be reflected on Initial Statements of Beneficial Ownership\nof Securities on Form 3 and Statements of Changes in Beneficial Ownership on\nForm 4 filed with the SEC.\n\nThe information regarding the direct and indirect interests of those persons\nand other persons who may be deemed participants in the proposed transaction\nmay be obtained by reading the Joint Proxy Statement/Prospectus regarding the\nproposed transaction when it becomes available. Free copies of these documents\nmay be obtained as described above.\n\nNo Offer or Solicitation\n\nThis communication is not intended to and shall not constitute an offer to\nsell or the solicitation of an offer to sell or the solicitation of an offer\nto buy any securities, or a solicitation of any vote or approval, nor shall\nthere be any sale of securities in any jurisdiction in which such offer,\nsolicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such jurisdiction. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of\nSection 10 of the Securities Act of 1933, as amended (the \"Securities Act\"),\nand/or offered pursuant to an exemption from the registration requirements of\nthe Securities Act, and otherwise in accordance with applicable law.\n\nImportant Note about Combined and Non-GAAP Financial Information\n\nThe financial information for the combined businesses of Solstice and Element\nSolutions is based on management's estimates, assumptions and projections and\nhas not been prepared in conformance with the applicable requirements of\nRegulation S-X relating to pro forma financial information, and the required\npro forma adjustments have not been applied and are not reflected therein.\nThis information is provided for illustrative purposes only and should not be\nconsidered in isolation from, or as a substitute for, the historical financial\nstatements of Solstice and Element Solutions. These measures are provided for\nillustrative purposes and are based on an arithmetic sum of the relevant\nhistorical financial measures of Solstice and Element Solutions. Combined\nAdjusted EBITDA is the arithmetic sum of Solstice's Adjusted Standalone EBITDA\nand Element Solutions' Pro Forma Adjusted EBITDA, inclusive of expected net\nsynergies. Combined Adjusted EBITDA Margin is inclusive of expected net\nsynergies. These measures do not reflect what the combined company's financial\ncondition or results of operations would have been had the proposed\ntransaction occurred on or prior to the dates indicated. Such illustrative\ninformation may differ materially from pro forma information included in SEC\nfilings. Various factors could cause actual future results to differ\nmaterially from those currently estimated by management, including, but not\nlimited to, the risks described above and in each of Solstice's and Element\nSolutions' respective filings with the SEC.\n\nThis communication also includes certain financial measures not calculated in\naccordance with U.S. generally accepted accounting principles (\"GAAP\"), such\nas adjusted standalone EBITDA, pro forma adjusted EBITDA, combined adjusted\nEBITDA, combined adjusted EBITDA margin, combined sales, synergies,\nintegration benefits, free cash flow, net debt and net leverage. Non-GAAP\nfinancial measures have limitations as an analytical tool and are not meant to\nbe considered in isolation from, or as a substitute for, the comparable GAAP\nmeasures. There are limitations to non-GAAP financial measures because they\nare not prepared in accordance with GAAP and may not be comparable to\nsimilarly titled measures of other companies due to potential differences in\nmethods of calculation and items being excluded. Solstice and Element\nSolutions caution you not to place undue reliance on these non-GAAP financial\nmeasures.\n\nFor a definition of Solstice's adjusted standalone EBITDA and Element\nSolutions' adjusted EBITDA and a reconciliation of adjusted standalone EBITDA\nand adjusted EBITDA to the most comparable GAAP financial measure for 2025,\nplease see Solstice's Current Report on Form 8-K furnished with the SEC on\nFebruary 11, 2026 and Element Solutions' Current Report on Form 8-K furnished\nwith the SEC on February 17, 2026 and Element Solutions' 2026 Investor Day\npresentation at its website at https://www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=1974660436&u=https%3A%2F%2Fwww.elementsolutionsinc.com&a=https%3A%2F%2Fwww.elementsolutionsinc.com)\n(information included on or accessible through Element Solutions' website is\nnot incorporated by reference into this communication). Element Solutions' pro\nforma Adjusted EBITDA for fiscal year 2025 is from Element Solutions' 2026\nInvestor Day presentation and is Element Solutions' Adjusted EBITDA inclusive\nof a pro forma adjustment of $61 million from the impact of the acquisitions\nof Micromax and EFC Gases. Combined Adjusted EBITDA and Combined Adjusted\nEBITDA margin includes expected synergies.\n\nInvestor Relations\nMike Leithead\n(973) 370-8188\nMichael.Leithead@solstice.com (mailto:Michael.Leithead@solstice.com)\n\nMedia\nAmy Schneiderman\n(201) 218-2302\nAmy.Schneiderman@teneo.com (mailto:Amy.Schneiderman@teneo.com)\n\nContacts for Element Solutions\n\nInvestor Relations\nVarun Gokarn\nVice President, Strategy and Integration\nElement Solutions Inc\n1-203-952-0369\nIR@elementsolutionsinc.com (mailto:IR@elementsolutionsinc.com)\n\nMedia\nEd Hammond / Tali Epstein\nCollected Strategies\n1-212-379-2072\nesi@collectedstrategies.com (mailto:esi@collectedstrategies.com)\n\n \n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/solstice-advanced-materials-to-acquire-element-solutions-creating-an-industry-leading-advanced-materials-platform-aligned-to-serving-attractive-secular-growth-markets-302818329.html\n(https://www.prnewswire.com/news-releases/solstice-advanced-materials-to-acquire-element-solutions-creating-an-industry-leading-advanced-materials-platform-aligned-to-serving-attractive-secular-growth-markets-302818329.html)\n\nSOURCE Solstice Advanced Materials US, Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1747133/Solstice-Logo.jpg?id=OA2751098\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn8V0ntKa","title":"Solstice Advanced Materials to Acquire Element Solutions, Creating an Industry-Leading Advanced Materials Platform Aligned to Serving Attractive Secular Growth Markets","author":"PR Newswire","ticker":"ESI","created":"2026-07-06T12:06:23.473Z","tickers":["ESI","SOLS"],"exchange":"NYSE","article_body":"Solstice Advanced Materials to Acquire Element Solutions, Creating an Industry-Leading Advanced Materials Platform Aligned to Serving Attractive Secular Growth Markets\n\nPR Newswire\n\nMORRIS PLAINS, N.J., and MIAMI, July 6, 2026\n\n * Accelerates Solstice's strategy by deepening exposure to high-growth markets\nwhere materials innovation, performance and reliability are increasingly\ncritical\n * Creates a leading, integrated electronics platform spanning semiconductor\nfabrication, packaging and assembly, while expanding thermal management for\nchip and data center cooling\n * Enhances R&D, technical-service and commercial capabilities with a focus\non customer co-innovation as requirements across electronics and AI\ninfrastructure become more complex and mission-critical\n * Expected to strengthen Solstice's long-term financial profile, with the goal\nof delivering faster growth while sustaining top-tier margins and strong free\ncash flow\n * Transaction expected to be accretive to sales growth and adjusted EPS in year\none\n * Solstice and Element Solutions to hold conference call today at 8:30AM ET\nMORRIS PLAINS, N.J., and MIAMI, July 6, 2026 /PRNewswire/ -- Solstice Advanced\nMaterials (Nasdaq: SOLS) (\"Solstice\" or the \"Company\") and Element Solutions\n(NYSE: ESI) (\"Element\") today announced that they have entered into a\ndefinitive agreement for Solstice to acquire Element in a cash-and-stock\ntransaction valued at approximately $14.5 billion, including the assumption of\nnet debt. The transaction represents a significant acceleration of Solstice's\nstrategy to build an industry-leading advanced materials platform with\nincreased exposure to high-growth electronics, AI infrastructure and other\nattractive end markets.\n\nOn a combined basis, Solstice and Element would have full year 2025 net sales\nof approximately $6.8 billion and a 26% adjusted EBITDA margin including\nrun-rate synergies. The combined company is expected to benefit from greater\nscale, a full suite of offerings for electronics customers, and an attractive\nset of specialty material businesses serving numerous attractive end markets.\nElement adds focused electronics, formulation, and technical service\ncapabilities and a robust technology portfolio that complement Solstice's\nstrengths in chemistry, application development, refrigerant application\nsolutions, and high-performance materials.\n\n\"Overall, we believe the combined company will be very well-positioned to\nbenefit from generational tailwinds in high-growth end markets,\" said David\nSewell, President and CEO of Solstice. \"Element brings highly complementary\ncapabilities, deep customer relationships and a technical service-led model\nthat expands how we support customers from early-stage development through\nhigh-volume manufacturing. This high-performing team brings with it inimitable\ndomain expertise and customer process know-how in addition to a compelling\ntrack-record of value creation for shareholders. Together, we expect Element\nand Solstice to be extremely well positioned to deliver on our customers'\ngrowing requirements for signal integrity, thermal management, reliability and\nperformance.\"\n\nSewell added, \"Both companies have strong cultures grounded in integrity,\ninnovation, teamwork and customer focus, with comprehensive patent portfolios\nand highly talented employees who are at the top of their profession. We\nintend to blend the best of our talents and cultures to build an organization\nwith a broader technology platform and a stronger ability to co-innovate with\ncustomers to develop unique solutions addressing emerging, complex\nrequirements from our combined customer base.\"\n\nBen Gliklich, Chief Executive Officer of Element Solutions, said, \"Since\nElement's founding in 2019, we have delivered a strategy balancing operational\nexcellence and prudent capital allocation to cement our position in the\nfastest growing, highest value niches of our markets. This transaction\nrecognizes that achievement and brings together two great companies with\nshared attributes – strong market positions, attractive margins, deep\ntechnical know-how and excellent people – to accelerate their combined\ngrowth. We are creating a scaled advanced materials platform with\ncomplementary capabilities to broaden our offerings in our core electronics\nmarkets and deliver differentiated solutions to customers. We believe that the\nbreadth of the combined portfolio along with enhanced innovation and\nmanufacturing capabilities will allow us to better solve the pain points\nemerging in the leading edge of the electronics industry. This is an exciting\nopportunity for our people and shareholders, both of whom are expected to\nparticipate in the anticipated long-term upside of the combined company.\"\n\nStrategic and Financial Rationale\n\nThe transaction is expected to create several strategic and financial\nbenefits, including:\n\n * Creates Industry-Leading Advanced Materials Portfolio, Accelerating Solstice's\nExisting Strategy. The combination advances Solstice's strategy to build a\nscaled advanced materials platform with greater exposure to electronics, AI\ninfrastructure, thermal management, data center cooling applications and other\nattractive specialty markets.\n * Strengthens Solstice's Electronics Platform with Complementary Innovation and\nCustomer Capabilities. Element Solutions brings capabilities that are directly\naligned with Solstice's electronics growth strategy, including formulation\nexpertise, R&D, technical service and deep customer relationships.\nTogether, the companies will be better positioned to serve customers across\nsemiconductor fabrication, advanced packaging and assembly, supporting them\nfrom early-stage development through qualification and high-volume production.\nThe combination is expected to create a broader platform for customer-led\ninnovation as electronics customers increasingly need cutting edge materials\ntechnology to address the inherent challenges associated with advanced\nelectronics. The combined company's enhanced scale is also expected to\naccelerate Element's high-growth technologies, such as Kuprion ActiveCopper.\n * Broadens Solstice's Role Across AI Infrastructure and Other Secular Growth\nMarkets. The transaction is expected to strengthen Solstice's exposure to AI\ninfrastructure by connecting its electronics, packaging and thermal management\ncapabilities with data center cooling and refrigerant application solutions.\nThis broader platform will position the combined company to support customers\nacross key parts of the advanced computing ecosystem, from higher-performance\nchips and packaging architectures to cooling solutions that improve efficiency\nand reliability. The combined company is expected to also retain attractive\nspecialty positions, including serving as the sole U.S. supplier of uranium\nconversion services that support the nuclear fuel cycle.\n * Strengthens Solstice's Long-Term Growth, Margin and Cash Flow Profile. The\ncombined company is expected to deliver faster growth while maintaining\nbest-in-class margins and strong cash flow conversion. On a combined company\nbasis, Solstice expects to deliver mid-to-high single-digit CAGR revenue\ngrowth, high single-digit to low double-digit CAGR Adjusted EBITDA growth, and\ncash conversion of approximately 75% over the medium term. Solstice expects to\nrealize more than $180 million of net synergies by the third year following\nclose, driven by procurement efficiencies, manufacturing optimization, supply\nchain optimization, operational efficiencies and SG&A savings. The\ncombined company also expects additional significant benefits from revenue\nsynergy opportunities over time.\n * Accretive in Year One, with Rapid De-leveraging. The transaction is expected\nto be accretive to Adjusted EPS in year one after close. Additionally, the\ncombined company is expected to have net leverage of approximately 3.5x at\nclose and anticipates de-levering to below 3x Adjusted EBITDA within 18 months\nof close. The combined company will remain committed to maintaining a strong\nsub-investment grade credit rating with a target net leverage ratio of 2.0 –\n3.0x Adjusted EBITDA. Further, the combined company expects to continue its\npolicy of maintaining and growing its quarterly dividend over time.\n\"This transaction allows us to amplify our transformational growth in\nelectronics while building on the strength of Solstice's existing businesses,\"\nSewell said. \"Our refrigerant application solutions platform, including data\ncenter cooling, and our specialty exposures such as nuclear fuel remain core\nto the combined company's value proposition and central to helping customers\nimprove efficiency, resilience and performance. Together, we aim to create a\nhigher growth, higher margin advanced materials leader with greater global\nreach. I am confident we will successfully integrate our teams by taking a\nbest-of-both approach, building on our respective strengths, and creating an\neven stronger organization.\"\n\nTransaction Details\n\nUnder the terms of the agreement, Element Solutions shareholders will receive,\nfor each share of Element common stock, $10.00 in cash and 0.500 shares of\nSolstice common stock, representing implied consideration of approximately\n$50.10 per Element share and a premium of approximately 15% over Element's\nclosing share price on July 2, 2026. Upon closing, Element shareholders are\nexpected to own approximately 44% of the combined company.\n\nThe transaction has been unanimously approved by the respective Boards of\nDirectors of both companies and is expected to close in the first half of\n2027, subject to customary closing conditions, including receipt of required\nregulatory approvals and approval by Solstice and Element shareholders, as\napplicable.\n\nUpon closing, the combined company will operate as Solstice. David Sewell will\nserve as President and Chief Executive Officer of the combined company.\nSolstice expects to maintain a strong operating presence across both\ncompanies' existing major sites and build a leadership team with strong\nrepresentation from both organizations to drive our shared success.\n\nUpon closing, Solstice's Board of Directors will be comprised of 11 directors,\nincluding Element Solutions CEO Ben Gliklich and two other designees from the\nElement board, subject to standard governance procedures.\n\nFinancing\n\nSolstice has secured fully committed financing for the transaction in the form\nof an initial $4.7 billion bridge commitment from Goldman Sachs, which it\nplans to replace with permanent debt financing, which it intends to use in\naddition to cash from its balance sheet to fund the cash consideration payable\nat closing of the transaction. Solstice remains focused on maintaining a\nconsistently strong balance sheet and expects to continue managing its\ndisciplined capital structure.\n\nConference Call and Additional Materials\n\nSolstice and Element Solutions will host a joint investor conference call and\nwebcast today at 8:30 am Eastern Time to discuss the transaction.\n\nThe live webcast and accompanying investor presentation will be available on\nthe investor relations sections of Solstice's and Element's websites at\ninvestor.solstice.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=4254243114&u=https%3A%2F%2Finvestor.solstice.com%2F&a=investor.solstice.com)\n and www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3573765053&u=https%3A%2F%2Fwww.elementsolutionsinc.com%2F&a=www.elementsolutionsinc.com)\n. A replay of the webcast will be available following the call.\n\nAdvisors\n\nGoldman Sachs is serving as lead financial advisor to Solstice alongside PJT\nPartners. Consello also provided advisory services to Solstice. Davis Polk\n& Wardwell LLP and Hogan Lovells Cadwalader LLP are serving as M&A\ncounsel and Cleary Gottlieb Steen & Hamilton LLP is serving as legal\ncounsel with respect to acquisition financing. Wilkie Farr & Gallagher LLP\nis serving as legal counsel to Goldman Sachs as a committed financing source\nin connection with the acquisition financing.\n\nBofA Securities, Inc. is serving as financial advisor to Element Solutions,\nPaul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel\nand Collected Strategies, LLC is serving as strategic communications advisor.\n\nAbout Solstice\n\nSolstice is a leading global specialty materials company that advances\nscience for smarter outcomes. Solstice offers high-performance solutions that\nenable critical industries and applications, including refrigerants,\nsemiconductor manufacturing, data center cooling, nuclear power, protective\nfibers, healthcare packaging and more. Solstice is recognized for developing\nnext-generation materials through some of the industry's most renowned brands\nsuch as Solstice(®), Genetron(®), Aclar(®), Spectra(®), Fluka™ and\nHydranal™. Partnering with over 3,000 customers across more than 120\ncountries and territories and supported by a robust portfolio of over 5,700\npatents and pending applications, Solstice's approximately 4,000 employees\nworldwide drive innovation in materials science. For more information, visit\nwww.solstice.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=256282511&u=https%3A%2F%2Fwww.solstice.com%2F&a=www.solstice.com)\n.\n\nAbout Element Solutions\n\nElement Solutions is a leading global specialty chemicals technology company\nwhose businesses supply a broad range of solutions that enhance the\nperformance of products people use every day. Developed in multi-step\ntechnological processes, these innovative solutions enable customers'\nmanufacturing processes in multiple high-value industries, including\nsemiconductor fabrication, high-performance computing, automotive systems,\nconsumer electronics, power electronics, communications and data storage\ninfrastructure, aerospace and defense, industrial surface finishing and\noffshore energy. More information about the Company is available\nat www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3573765053&u=https%3A%2F%2Fwww.elementsolutionsinc.com%2F&a=www.elementsolutionsinc.com)\n.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis communication contains certain forward-looking statements within the\nmeaning of the federal securities laws made pursuant to the safe harbor\nprovisions of the Private Securities Litigation Reform Act of 1995 with\nrespect to the proposed transaction between Solstice and Element Solutions,\nthat involve substantial risks and uncertainties. These statements can be\nidentified by the fact that they do not relate strictly to historical or\ncurrent facts, but rather are based on current expectations, estimates,\nassumptions and projections regarding, among other things, the anticipated\nbenefits and timing of the proposed transaction, synergies, expected future\nfinancial position, total addressable market, position in specialty chemicals\nand advanced materials verticals and the industry, business and financial\nresults of each company and the combined company, including the combined\ncompany's expected Adjusted EBITDA and Adjusted EBITDA margin, expected\nsynergies, net debt and net leverage, anticipated de-leveraging, expected\naccretion to Adjusted EPS and expected growth, margins and free cash flow.\nForward-looking statements often include words such as \"anticipates,\"\n\"estimates,\" \"expects,\" \"positioned,\" \"projects,\" \"forecasts,\" \"intends,\"\n\"plans,\" \"continues,\" \"could,\" \"believes,\" \"may,\" \"will,\" \"would,\" \"should,\"\n\"goals,\" \"pro forma\" and words and terms of similar substance in connection\nwith discussions of the proposed transaction and the future operating or\nfinancial performance of the combined company. As with any projection or\nforecast, forward-looking statements are inherently susceptible to uncertainty\nand changes in circumstances. Solstice's, Element Solutions' or the combined\ncompany's actual results may vary materially from those expressed or implied\nin the forward-looking statements. Accordingly, undue reliance should not be\nplaced on any forward-looking statement made by Solstice or on its behalf.\nAlthough Solstice and Element Solutions believe that the forward-looking\nstatements contained in this communication are based on reasonable\nassumptions, you should be aware that a variety of factors, many of which are\ndifficult to predict and outside of Solstice's or Element Solutions' control,\ncould affect Solstice's, Element Solutions' or the combined company's actual\nfinancial results or results of operations and could cause actual results to\ndiffer materially from those in such forward-looking statements, including,\nbut not limited to: the completion of the proposed transaction on the\nanticipated terms and timing, including obtaining stockholder, regulatory and\nother approvals, anticipated tax treatment, unforeseen liabilities, future\ncapital expenditures, revenues, expenses, earnings, synergies, economic\nperformance, indebtedness, financial condition, future prospects, business and\nmanagement strategies, expansion and growth of Solstice's and Element\nSolutions' businesses and other conditions to the completion of the proposed\ntransaction; failure to realize the anticipated benefits of the proposed\ntransaction, or that such benefits may take longer to realize or be more\ncostly to achieve than expected, including as a result of delay in completing\nthe proposed transaction, Solstice's ability to integrate Element Solutions'\noperations and product lines or due to unexpected costs, liabilities or\ndelays; the ability of the parties to obtain or consummate financing related\nto the proposed transaction upon acceptable terms or at all; the dilution\ncaused by Solstice's issuance of additional shares of its common stock in\nconnection with the consummation of the proposed transaction; the risk of a\ndowngrade of the credit rating of Solstice's indebtedness; a material adverse\nchange in the financial condition of Solstice, Element Solutions or the\ncombined company; potential litigation relating to the proposed transaction\nthat could be instituted against Solstice, Element Solutions or their\nrespective directors; Solstice's and Element Solutions' ability to implement\ntheir business strategies; the risk that disruptions from the proposed\ntransaction will harm Solstice's or Element Solutions' respective businesses,\nincluding current plans and operations; the ability of Solstice or Element\nSolutions to retain and hire key personnel; potential adverse reactions or\nchanges to business relationships resulting from the announcement or\ncompletion of the proposed transaction; uncertainty as to the long-term value\nof Solstice's common stock; risks associated with third party contracts\ncontaining consent and/or other provisions triggered by the proposed\ntransaction; legislative, regulatory, political and economic developments\naffecting Solstice's, Element Solutions' or the combined company's respective\nbusinesses; the evolving legal, regulatory and tax regimes under which\nSolstice and Element Solutions operate; potential business uncertainty,\nincluding changes to existing business relationships, during the pendency of\nthe proposed transaction that could affect Solstice's and/or Element\nSolutions' financial performance; restrictions during the pendency of the\nproposed transaction that may impact Solstice's or Element Solutions' ability\nto pursue certain business opportunities or strategic transactions; an overall\ndecline in the health of the economy and the industries in which Solstice and\nElement Solutions operate, including as a result of inflation, tariffs and\nother trade barriers and restrictions, market volatility, geopolitical\ninstability and social unrest, the possibility of an economic downturn or\nrecession or other macroeconomic factors; unpredictability and severity of\ncatastrophic events, including, but not limited to, acts of terrorism or\noutbreak of war or hostilities, as well as Solstice's and Element Solutions'\nresponse to any of the aforementioned factors; failure to receive the approval\nof the stockholders of Solstice and/or Element Solutions; and the occurrence\nof any event, change or other circumstance that could give rise to the\ntermination of the merger agreement. The foregoing list of factors is not\nexhaustive. You should carefully consider the foregoing factors and the other\nrisks and uncertainties that affect the businesses of Solstice and Element\nSolutions described in the \"Risk Factors\" section of their respective Annual\nReports on Form 10-K for the year ended December 31, 2025, Quarterly Reports\non Form 10-Q and other documents filed by either of them from time to time\nwith the SEC. These filings identify and address other important risks and\nuncertainties that could cause actual events and results to differ materially\nfrom those implied by forward-looking statements in this communication.\nForward-looking statements speak only as of the date they are made. Readers\nare cautioned not to put undue reliance on forward-looking statements, and\nSolstice and Element Solutions assume no obligation and do not intend to\nupdate or revise these forward-looking statements, whether as a result of new\ninformation, future events or otherwise, except as otherwise required by\nsecurities or other applicable law. Neither Solstice nor Element Solutions\ngives any assurance that either Solstice or Element Solutions will achieve its\nexpectations.\n\nImportant Information and Where to Find It\n\nIn connection with the proposed transaction, Solstice intends to file with the\nSEC a registration statement on Form S-4 (the \"Registration Statement\"), which\nwill include a prospectus with respect to the shares of Solstice's common\nstock to be issued in the proposed transaction and a joint proxy statement for\nSolstice's and Element Solutions' respective stockholders (the \"Joint Proxy\nStatement/Prospectus\"). The definitive Joint Proxy Statement/Prospectus (if\nand when available) will be mailed to stockholders of Solstice and Element\nSolutions after it is declared effective. Each of Solstice and Element\nSolutions may also file with or furnish to the SEC other relevant documents\nregarding the proposed transaction. This communication is not a substitute for\nthe Registration Statement, the Joint Proxy Statement/Prospectus or any other\ndocument that Solstice or Element Solutions may mail to their respective\nstockholders in connection with the proposed transaction.\n\nINVESTORS AND SECURITY HOLDERS OF SOLSTICE AND ELEMENT SOLUTIONS ARE URGED TO\nREAD THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS\nINCLUDED WITHIN THE REGISTRATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY\nWHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH\nTHE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY\nREFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY\nSTATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),\nBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOLSTICE, ELEMENT\nSOLUTIONS, THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\nInvestors and security holders may obtain free copies of the Joint Proxy\nStatement/Prospectus and other documents filed with the SEC by Solstice or\nElement Solutions through the website maintained by the SEC at\nhttp://www.sec.gov\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=2209405322&u=http%3A%2F%2Fwww.sec.gov%2F&a=http%3A%2F%2Fwww.sec.gov)\nor from Solstice at its website, https://www.solstice.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3003498978&u=https%3A%2F%2Fwww.solstice.com%2F&a=https%3A%2F%2Fwww.solstice.com)\n, or from Element Solutions at its website,\nhttps://www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=4002340438&u=https%3A%2F%2Fwww.elementsolutionsinc.com%2F&a=https%3A%2F%2Fwww.elementsolutionsinc.com)\n(information included on or accessible through the SEC website or either of\nSolstice's or Element Solutions' website is not incorporated by reference into\nthis communication).\n\nParticipants in Solicitation\n\nSolstice and Element Solutions and their respective directors and executive\nofficers may be deemed to be participants in the solicitation of proxies from\nthe stockholders of Solstice and Element Solutions in connection with the\nproposed transaction.\n\nInformation about the interests of the directors and executive officers of\nSolstice and Element Solutions and other persons who may be deemed to be\nparticipants in the solicitation of stockholders of Solstice and Element\nSolutions in connection with the proposed transaction and a description of\ntheir direct and indirect interests, by security holdings or otherwise, will\nbe included in the Joint Proxy Statement/Prospectus, which will be filed with\nthe SEC.\n\nInformation about Solstice's directors and executive officers and their\nownership of Solstice's common stock is set forth in Solstice's proxy\nstatement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed\nwith the SEC on April 2, 2026 under the headings \"Director Compensation\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=108164351&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_93&a=Director+Compensation)\n,\" \"Compensation Discussion and Analysis\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=3973612382&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_84&a=Compensation+Discussion+and+Analysis)\n,\" \"Executive Compensation Tables\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=1302072964&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_90&a=Executive+Compensation+Tables)\n\" and \"Stock Ownership Information\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=1777592326&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F2064953%2F000206495326000034%2Fsols-20260402.htm%23i965846e34a534ed9973c437caf404ad3_102&a=Stock+Ownership+Information)\n.\" To the extent that holdings of Solstice's securities have changed since the\namounts printed in Solstice's proxy statement, such changes have been or will\nbe reflected on Initial Statements of Beneficial Ownership of Securities on\nForm 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with\nthe SEC.\n\nInformation about Element Solutions' directors and executive officers and\ntheir ownership of Element Solutions' common stock is set forth in Element\nSolutions' proxy statement for its 2026 Annual Meeting of Stockholders on\nSchedule 14A filed with the SEC on March 23, 2026 under the headings \"Director\nCompensation\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=829683486&u=https%3A%2F%2Fwww.sec.gov%2Fixviewer-plus%2Fix.xhtml%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001590714%2F000159071426000034%2Fesi-20260323.htm%23ic2015f2b50624ca1991aedc57554281a_103&a=Director+Compensation)\n,\" \"Executive Compensation\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=2450772520&u=https%3A%2F%2Fwww.sec.gov%2Fixviewer-plus%2Fix.xhtml%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001590714%2F000159071426000034%2Fesi-20260323.htm%23ic2015f2b50624ca1991aedc57554281a_118&a=Executive+Compensation)\n\" and \"Security Ownership\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=2019998902&u=https%3A%2F%2Fwww.sec.gov%2Fixviewer-plus%2Fix.xhtml%3Fdoc%3D%2FArchives%2Fedgar%2Fdata%2F0001590714%2F000159071426000034%2Fesi-20260323.htm%23ic2015f2b50624ca1991aedc57554281a_184&a=Security+Ownership)\n.\" To the extent that holdings of Element Solutions' securities have changed\nsince the amounts printed in Element Solutions' proxy statement, such changes\nhave been or will be reflected on Initial Statements of Beneficial Ownership\nof Securities on Form 3 and Statements of Changes in Beneficial Ownership on\nForm 4 filed with the SEC.\n\nThe information regarding the direct and indirect interests of those persons\nand other persons who may be deemed participants in the proposed transaction\nmay be obtained by reading the Joint Proxy Statement/Prospectus regarding the\nproposed transaction when it becomes available. Free copies of these documents\nmay be obtained as described above.\n\nNo Offer or Solicitation\n\nThis communication is not intended to and shall not constitute an offer to\nsell or the solicitation of an offer to sell or the solicitation of an offer\nto buy any securities, or a solicitation of any vote or approval, nor shall\nthere be any sale of securities in any jurisdiction in which such offer,\nsolicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such jurisdiction. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of\nSection 10 of the Securities Act of 1933, as amended (the \"Securities Act\"),\nand/or offered pursuant to an exemption from the registration requirements of\nthe Securities Act, and otherwise in accordance with applicable law.\n\nImportant Note about Combined and Non-GAAP Financial Information\n\nThe financial information for the combined businesses of Solstice and Element\nSolutions is based on management's estimates, assumptions and projections and\nhas not been prepared in conformance with the applicable requirements of\nRegulation S-X relating to pro forma financial information, and the required\npro forma adjustments have not been applied and are not reflected therein.\nThis information is provided for illustrative purposes only and should not be\nconsidered in isolation from, or as a substitute for, the historical financial\nstatements of Solstice and Element Solutions. These measures are provided for\nillustrative purposes and are based on an arithmetic sum of the relevant\nhistorical financial measures of Solstice and Element Solutions. Combined\nAdjusted EBITDA is the arithmetic sum of Solstice's Adjusted Standalone EBITDA\nand Element Solutions' Pro Forma Adjusted EBITDA, inclusive of expected net\nsynergies. Combined Adjusted EBITDA Margin is inclusive of expected net\nsynergies. These measures do not reflect what the combined company's financial\ncondition or results of operations would have been had the proposed\ntransaction occurred on or prior to the dates indicated. Such illustrative\ninformation may differ materially from pro forma information included in SEC\nfilings. Various factors could cause actual future results to differ\nmaterially from those currently estimated by management, including, but not\nlimited to, the risks described above and in each of Solstice's and Element\nSolutions' respective filings with the SEC.\n\nThis communication also includes certain financial measures not calculated in\naccordance with U.S. generally accepted accounting principles (\"GAAP\"), such\nas adjusted standalone EBITDA, pro forma adjusted EBITDA, combined adjusted\nEBITDA, combined adjusted EBITDA margin, combined sales, synergies,\nintegration benefits, free cash flow, net debt and net leverage. Non-GAAP\nfinancial measures have limitations as an analytical tool and are not meant to\nbe considered in isolation from, or as a substitute for, the comparable GAAP\nmeasures. There are limitations to non-GAAP financial measures because they\nare not prepared in accordance with GAAP and may not be comparable to\nsimilarly titled measures of other companies due to potential differences in\nmethods of calculation and items being excluded. Solstice and Element\nSolutions caution you not to place undue reliance on these non-GAAP financial\nmeasures.\n\nFor a definition of Solstice's adjusted standalone EBITDA and Element\nSolutions' adjusted EBITDA and a reconciliation of adjusted standalone EBITDA\nand adjusted EBITDA to the most comparable GAAP financial measure for 2025,\nplease see Solstice's Current Report on Form 8-K furnished with the SEC on\nFebruary 11, 2026 and Element Solutions' Current Report on Form 8-K furnished\nwith the SEC on February 17, 2026 and Element Solutions' 2026 Investor Day\npresentation at its website at https://www.elementsolutionsinc.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4725568-1&h=1974660436&u=https%3A%2F%2Fwww.elementsolutionsinc.com&a=https%3A%2F%2Fwww.elementsolutionsinc.com)\n(information included on or accessible through Element Solutions' website is\nnot incorporated by reference into this communication). Element Solutions' pro\nforma Adjusted EBITDA for fiscal year 2025 is from Element Solutions' 2026\nInvestor Day presentation and is Element Solutions' Adjusted EBITDA inclusive\nof a pro forma adjustment of $61 million from the impact of the acquisitions\nof Micromax and EFC Gases. Combined Adjusted EBITDA and Combined Adjusted\nEBITDA margin includes expected synergies.\n\nInvestor Relations\nMike Leithead\n(973) 370-8188\nMichael.Leithead@solstice.com (mailto:Michael.Leithead@solstice.com)\n\nMedia\nAmy Schneiderman\n(201) 218-2302\nAmy.Schneiderman@teneo.com (mailto:Amy.Schneiderman@teneo.com)\n\nContacts for Element Solutions\n\nInvestor Relations\nVarun Gokarn\nVice President, Strategy and Integration\nElement Solutions Inc\n1-203-952-0369\nIR@elementsolutionsinc.com (mailto:IR@elementsolutionsinc.com)\n\nMedia\nEd Hammond / Tali Epstein\nCollected Strategies\n1-212-379-2072\nesi@collectedstrategies.com (mailto:esi@collectedstrategies.com)\n\n \n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/solstice-advanced-materials-to-acquire-element-solutions-creating-an-industry-leading-advanced-materials-platform-aligned-to-serving-attractive-secular-growth-markets-302818329.html\n(https://www.prnewswire.com/news-releases/solstice-advanced-materials-to-acquire-element-solutions-creating-an-industry-leading-advanced-materials-platform-aligned-to-serving-attractive-secular-growth-markets-302818329.html)\n\nSOURCE Solstice Advanced Materials US, Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1747133/Solstice-Logo.jpg?id=OA2751098\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-07-06T12:06:23.521253707Z","server_sent_at_ms":1783339583521},"received_at":"2026-07-06T12:06:23.703Z","source_url":"https://www.prnewswire.com/news-releases/solstice-advanced-materials-to-acquire-element-solutions-creating-an-industry-leading-advanced-materials-platform-aligned-to-serving-attractive-secular-growth-markets-302818329.html"},"analysis":{"id":"69914","press_release_id":"80800","analysis_json":{"industry":{"label":"Chemicals","sector":"Materials"},"redFlags":["Transaction closing extended to first half of 2027","Financing includes $4.7B bridge facility that must be replaced with permanent debt","Deal subject to regulatory and shareholder approval"],"eventType":"m_and_a","narrative":"Element Solutions (ESI) has agreed to be acquired by Solstice Advanced Materials (SOLS) in a cash-and-stock transaction valued at approximately $14.5 billion.\n\nESI shareholders will receive $10.00 in cash and 0.5 shares of SOLS for each share held, implying a total value of $50.10 per share, a 15% premium to the July 2 close.\n\nThe transaction is expected to close in the first half of 2027, with ESI shareholders owning approximately 44% of the combined advanced materials platform.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Element Solutions agrees to $14.5B sale to Solstice, locking in a 15% premium for shareholders."},"keyFigures":{"dealValueUsd":"$14.5 billion","offeringPrice":"$50.10","customDimensions":{"net_synergies":"$180 million","bridge_commitment":"$4.7 billion","premium_percentage":15,"ownership_percentage":44,"combined_pro_forma_sales":"$6.8 billion"}},"quotedText":"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.","namedEntities":{"people":[{"name":"Ben Gliklich","role":"CEO of Element Solutions"},{"name":"David Sewell","role":"CEO of Solstice Advanced Materials"}],"products":["Kuprion ActiveCopper","Solstice®","Genetron®","Aclar®","Spectra®"],"companies":[{"name":"Solstice Advanced Materials","ticker":"SOLS","relationship":"acquirer"},{"name":"Element Solutions","ticker":"ESI","relationship":"target"},{"name":"Goldman Sachs","relationship":"financial advisor to Solstice"},{"name":"BofA Securities","relationship":"financial advisor to Element Solutions"}],"dollarAmounts":[{"amount":"$14.5 billion","context":"transaction value including assumption of net debt"},{"amount":"$10.00","context":"cash consideration per Element Solutions share"},{"amount":"$50.10","context":"implied total consideration per Element Solutions share"},{"amount":"$6.8 billion","context":"combined full year 2025 net sales"},{"amount":"$180 million","context":"expected net synergies by year three"},{"amount":"$4.7 billion","context":"bridge financing commitment from Goldman Sachs"}]},"materialImpact":{"score":5,"reasoning":"Definitive agreement to acquire Element Solutions (ESI) for $14.5 billion, representing a 15% premium to the target's closing price. This is a transformative, binary M&A event for the target company."},"tickerRelevance":{"others":[{"ticker":"SOLS","relevance":"acquirer"}],"primary":"ESI"},"globalImportance":70,"audienceRelevance":65,"eventTypeSecondary":[],"importanceComponents":{"dealSize":">$10B","tickerTier":"large/mid-cap target","eventGravity":"acquisition of public company"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":5,"narrative":"Element Solutions (ESI) has agreed to be acquired by Solstice Advanced Materials (SOLS) in a cash-and-stock transaction valued at approximately $14.5 billion.\n\nESI shareholders will receive $10.00 in cash and 0.5 shares of SOLS for each share held, implying a total value of $50.10 per share, a 15% premium to the July 2 close.\n\nThe transaction is expected to close in the first half of 2027, with ESI shareholders owning approximately 44% of the combined advanced materials platform.","key_figures":{"dealValueUsd":"$14.5 billion","offeringPrice":"$50.10","customDimensions":{"net_synergies":"$180 million","bridge_commitment":"$4.7 billion","premium_percentage":15,"ownership_percentage":44,"combined_pro_forma_sales":"$6.8 billion"}},"named_entities":{"people":[{"name":"Ben Gliklich","role":"CEO of Element Solutions"},{"name":"David Sewell","role":"CEO of Solstice Advanced Materials"}],"products":["Kuprion ActiveCopper","Solstice®","Genetron®","Aclar®","Spectra®"],"companies":[{"name":"Solstice Advanced Materials","ticker":"SOLS","relationship":"acquirer"},{"name":"Element Solutions","ticker":"ESI","relationship":"target"},{"name":"Goldman Sachs","relationship":"financial advisor to Solstice"},{"name":"BofA Securities","relationship":"financial advisor to Element Solutions"}],"dollarAmounts":[{"amount":"$14.5 billion","context":"transaction value including assumption of net debt"},{"amount":"$10.00","context":"cash consideration per Element Solutions share"},{"amount":"$50.10","context":"implied total consideration per Element Solutions share"},{"amount":"$6.8 billion","context":"combined full year 2025 net sales"},{"amount":"$180 million","context":"expected net synergies by year three"},{"amount":"$4.7 billion","context":"bridge financing commitment from Goldman Sachs"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-07-06T12:31:54.270Z","global_importance":70,"audience_relevance":65,"importance_components":{"dealSize":">$10B","tickerTier":"large/mid-cap target","eventGravity":"acquisition of public company"}},"durationMs":142076,"modelName":"george-droid-qwen-72b"}}