Solstice Advanced Materials to Buy Element Solutions in $14.5 Billion Mixed Deal
The acquisition deepens Solstice's exposure to semiconductor fabrication, AI infrastructure and data-center cooling as demand for advanced materials accelerates.
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 Monday.
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 roughly $50.10 a share and representing a premium of approximately 15% over Element's closing price on July 2, 2026. Upon closing, Element shareholders are expected to own about 44% of the combined company. The transaction is expected to close in the first half of 2027, subject to regulatory approvals and shareholder votes from both companies.
"Overall, we believe the combined company will be very well-positioned to benefit from generational tailwinds in high-growth end markets," said David Sewell, President and CEO of Solstice. "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".
Element, a specialty chemicals technology company with roughly $2.9 billion in 2025 net sales, derives about 73% of revenue from electronics — spanning semiconductor fabrication, advanced packaging and assembly — and the remainder from specialty markets including nuclear fuel services. The company's formulation expertise, technical service model and customer relationships are designed to complement Solstice's strengths in chemistry, refrigerant application solutions and high-performance materials. On a combined basis, the two companies generated approximately $6.8 billion in full-year 2025 net sales and a 26% adjusted EBITDA margin including run-rate synergies.
The deal positions Solstice across the full electronics value chain, from chip fabrication and packaging to thermal management and data-center cooling — a portfolio the company said is aligned with surging demand tied to AI infrastructure. Element's high-growth technologies, including its Kuprion ActiveCopper thermal solutions, are expected to benefit from the broader platform's scale. The combined company also retains Solstice's position as the sole U.S. supplier of uranium conversion services supporting the nuclear fuel cycle.
Solstice projected more than $180 million in net synergies by the third year after close, driven by procurement efficiencies, manufacturing optimization and SG&A savings, with additional revenue-synergy upside over time. The transaction is expected to be accretive to adjusted earnings per share in year one. Net leverage is forecast at approximately 3.5 times adjusted EBITDA at close, with the company targeting a reduction below 3 times within 18 months while maintaining a sub-investment-grade credit rating. Solstice secured a $4.7 billion bridge commitment from Goldman Sachs to fund the cash portion of the consideration and plans to replace it with permanent debt financing. The combined company expects to continue its policy of maintaining and growing its quarterly dividend.
Goldman Sachs served as lead financial advisor to Solstice alongside PJT Partners, with Davis Polk & Wardwell LLP and Hogan Lovells Cadwalader LLP as M&A counsel. BofA Securities advised Element, with Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel.