Element Solutions Inc 8K

Solstice Advanced Materials Inc. agreed to acquire Element Solutions Inc. in a two-step Delaware merger in which Element Solutions stockholders will receive 0.500 Solstice shares plus $10.00 in cash per share, subject to conditions and intended to be a tax-free reorganization.

On July 6, 2026, Solstice Advanced Materials Inc. entered into an Agreement and Plan of Merger with Element Solutions Inc. providing for a two-step merger in which Solstice’s wholly owned subsidiaries, Solar Merger Sub One Inc. and Solar Merger Sub Two LLC, will successively merge with Element Solutions, resulting in Element Solutions becoming an indirect wholly owned subsidiary of Solstice, with each Element Solutions share (other than specified excluded shares and dissenting shares) converted at the first merger effective time into the right to receive 0.500 shares of Solstice common stock and $10.00 in cash, subject to customary anti-dilution adjustments, the establishment of an exchange fund and exchange procedures for certificated and book‑entry shares, appraisal rights for dissenting stockholders under DGCL §262, board composition changes at Solstice including the addition of three designated Element Solutions directors, and customary conditions, termination rights and termination fee provisions typically associated with a strategic stock-and-cash business combination intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Filing Facts

CIK

1590714

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-082111

Alert Tier

8