Solstice Advanced Materials Inc. and Element Solutions Inc. have agreed to terminate their previously announced merger agreement, under which Solstice was to acquire Element. Neither company will pay a fee as a result of the termination. Solstice’s Board of Directors has also approved a new share repurchase program of up to $500 million and reaffirmed the company’s third-quarter and full-year 2026 financial guidance.
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Serves interests of shareholders, employees and customers
The decision follows discussions between Solstice and Element and conversations between Solstice and its shareholders. Both companies’ Boards of Directors unanimously concluded that ending the merger agreement serves the interests of their respective shareholders, employees and customers.
Dr. Rajeev Gautam, chairman of the Solstice Board of Directors, said, “Following conversations with our shareholders and discussions between the parties, both Boards unanimously believe that it is in the best interests of our respective shareholders, employees and customers to terminate the merger agreement. We value the feedback received from shareholders in connection with the Element agreement, including their excitement about Solstice’s strategy and growth trajectory as an independent company. The Board is confident that Solstice’s strategic plan and leadership team will deliver substantial value for Solstice shareholders.”
David Sewell, president and chief executive officer of Solstice, said, “While we viewed the Element acquisition as an opportunity to accelerate our strategy, we have great confidence in our strategic plan and respect our shareholders’ views. As demonstrated by our reported results and recently increased guidance, which we are reaffirming, the Solstice team is executing well and with discipline across our operations. Solstice benefits from highly differentiated technology and a business aligned with powerful secular growth trends driven by AI, data centers, nuclear energy, thermal management and semiconductor manufacturing.“
Sewell continued, “Our cash flows and balance sheet are strong, enabling both investments in our many organic growth opportunities and meaningful capital returns. We move ahead from a position of strength and with deep conviction in our team, our strategy and the significant value we can deliver for Solstice shareholders.“
Share repurchase authorization
Solstice’s Board of Directors has approved a share repurchase program authorizing the company to purchase up to $500 million of its common stock.
Sewell added, “Our first share repurchase program underscores the Board and management team’s confidence in Solstice’s long-term strategy, growth prospects and ability to create value for shareholders, as well as our commitment to disciplined capital allocation and returning capital to shareholders.“
Additional details on the share repurchase program are included in the company’s Form 8-K filed with the SEC.
Financial outlook
Solstice is affirming its previously announced guidance for the third quarter of 2026 and its increased guidance for full-year 2026.
| 2026 Guidance | 3Q 2026 Guidance | |
|---|---|---|
| Net sales | $4,125 – $4,185 | $990 – $1,030 |
| Adjusted EBITDA | $1,035 – $1,055 | |
| Adjusted Diluted EPS | $2.75 – $2.95 | |
| Capital Expenditures | $420 – $440 |
(Dollars in millions except per share amounts)