Solstice to Buy Element Solutions in $14.5 Billion Cash-and-Stock Deal
Solstice Advanced Materials agreed to acquire Element Solutions in a deal designed to deepen its exposure to electronics, AI infrastructure and data center cooling markets.
Solstice Advanced Materials (SOLS) agreed to acquire Element Solutions (ESI) in a cash-and-stock transaction valued at approximately $14.5 billion, including the assumption of net debt, the companies said. The deal marries Solstice's chemistry and refrigerant application platform with Element's electronics, formulation and technical-service capabilities.
Under the terms of the agreement, Element shareholders will receive $10.00 in cash and 0.500 shares of Solstice common stock for each Element share, implying consideration of approximately $50.10 a share and a premium of approximately 15% over Element's closing share price on July 2, 2026. Element shareholders are expected to own approximately 44% of the combined company at close, which is expected in the first half of 2027, subject to regulatory approvals and approval by both companies' shareholders. Solstice has secured a $4.7 billion bridge commitment from Goldman Sachs to fund the cash portion, which it plans to replace with permanent debt financing.
The transaction is expected to accelerate Solstice's strategy of building an industry-leading advanced materials platform with increased exposure to high-growth electronics, AI infrastructure and other attractive end markets, according to the companies. "Element brings highly complementary capabilities, deep customer relationships and a technical service-led model that expands how we support customers from early-stage development through high-volume manufacturing," said David Sewell, President and CEO of Solstice.
Element Solutions, founded in 2019, supplies specialty chemicals technology across semiconductor fabrication, advanced packaging and assembly, with electronics accounting for the bulk of its revenue and growth technologies such as Kuprion ActiveCopper among its offerings. The company also serves as the sole U.S. supplier of uranium conversion services supporting the nuclear fuel cycle, an asset Solstice said would broaden its position across data center cooling and other secular growth markets once combined with its own refrigerant and thermal management businesses.
On a combined basis, Solstice and Element reported full-year 2025 net sales of approximately $6.8 billion and a 26% adjusted EBITDA margin including run-rate synergies. Solstice said it expects to realize more than $180 million of net synergies by the third year following close, driven by procurement, manufacturing and supply-chain efficiencies, with additional revenue synergy opportunities expected over time.
The deal is expected to be accretive to adjusted EPS in year one, with net leverage of approximately 3.5 times at close expected to fall below 3 times adjusted EBITDA within 18 months, as the combined company targets a long-term range of 2.0 to 3.0 times. Solstice said it intends to continue growing its quarterly dividend over time. Upon closing, the combined company will operate under the Solstice name, with Sewell as President and CEO and an 11-member board that includes Element CEO Ben Gliklich and two other Element designees.