Filed by Solstice Advanced Materials Inc.
Pursuant to Rule 425 under the Securities Act
of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as
amended
Subject Company: Element Solutions Inc
(Commission File No. 001-36272)
On July 6, 2026, the following communications relating to the proposed
transaction between Solstice Advanced Materials Inc. (“Solstice”) and Element Solutions Inc (“Element Solutions”)
were provided to employees of Solstice.
CUSTOMER TALKING POINTS
Announcement
| ● | Solstice announced that it has entered into a definitive agreement to acquire
Element Solutions, a leading global specialty chemicals technology company with strong positions in electronics and select industrial
and specialty applications. |
| ● | This is an exciting milestone and an important step in Solstice’s strategy
to build a global, industry-leading advanced materials platform. |
| ● | The transaction is expected to close in the first half of 2027, subject to
shareholder approvals, regulatory approvals and other customary closing conditions. |
Strategic rationale
| ● | Element brings complementary capabilities in electronics, formulation expertise,
technical service and customer relationships. |
| ● | The combination is expected to strengthen Solstice’s ability to support
customers across semiconductor fabrication, packaging and assembly, thermal management, refrigerant application solutions and specialty
materials. |
| ● | Solstice’s existing businesses remain core to the combined company’s
value proposition. |
| ● | Over time, the combination is expected to create a stronger partner for customers
with greater scale, broader capabilities and enhanced innovation resources. |
What this means for customers
| ● | Until closing, Solstice and Element will remain separate companies and will
continue operating independently. |
| ● | There is no immediate change to customer contacts, contracts, open orders,
service levels, product specifications, quality standards or commercial processes. |
| ● | Any future changes will be communicated well in advance. |
Customer commitment
| ● | We remain focused on delivering the quality, reliability, service and technical
support customers expect from Solstice. |
| ● | Please continue working with your usual Solstice contact. |
CUSTOMER FAQ
| 1. | What did Solstice announce? |
Solstice announced that it has entered into an agreement
to acquire Element Solutions, a leading global specialty chemicals technology company with strong positions in electronics and select
industrial and specialty applications.
The transaction is expected to create a stronger global advanced
materials platform with expanded capabilities across electronics, thermal management, refrigerant application solutions and specialty
materials.
| 2. | Why is Solstice acquiring Element? |
This transaction is expected to accelerate Solstice’s
strategy to build a global, industry-leading advanced materials platform.
Element brings complementary electronics capabilities, formulation
expertise, technical service depth and customer relationships that are expected to strengthen Solstice’s ability to support customers
across semiconductor fabrication, packaging, assembly and thermal management.
| 3. | What does this mean for Solstice customers? |
There are no immediate changes to how Solstice will work
with our customers.
| 4. | Will my point of contact change? |
No. Your point of contact at Solstice remains the same.
| 5. | Will there be any changes to current contracts or commercial terms? |
There are no changes to current Solstice contracts or commercial
terms as a result of today’s announcement. Until the transaction closes, Solstice and Element will remain separate companies and
will continue operating independently.
| 6. | Will there be any changes to open orders, deliveries or supply commitments? |
No changes are expected. Solstice remains focused on delivering
for customers and meeting existing commitments. Please continue using your current ordering, customer service and support processes.
| 7. | Will product quality, specifications or certifications change? |
There are no changes to Solstice products, specifications,
quality standards or certifications as a result of today’s announcement. We remain committed to the same high standards of quality,
safety, reliability and service.
| 8. | Will pricing change as a result of the transaction? |
There are no price changes as a result of today’s announcement.
Solstice and Element remain separate companies until close, and Solstice will continue to operate under existing commercial terms and
processes.
| 9. | I work with both Solstice and Element. How should I engage with each company? |
Please continue working with Solstice and Element exactly
as you do today. Until the transaction closes, the companies remain separate and will continue to operate independently. Please do
not share competitively sensitive information between the two companies.
| 10. | When is the transaction expected to close? |
Subject to regulatory approvals and other customary closing
conditions, the transaction is expected to close in the first half of 2027.
| 11. | Can integration begin before the transaction closes? |
No operational integration will begin before closing. Solstice
and Element will remain separate companies until the transaction closes.
| 12. | Will Solstice continue to invest in its existing businesses? |
Yes. Solstice’s existing businesses remain core to
the company’s strategy and value proposition. The transaction is intended to strengthen Solstice’s overall platform while
reinforcing its existing capabilities in refrigerant application solutions, thermal management, electronic materials and other specialty
markets.
| 13. | How will this transaction benefit Solstice customers over time? |
Over time, the combination is expected to create a stronger
partner for customers by bringing together broader materials capabilities, deeper technical expertise, greater scale and enhanced innovation
resources. The combined company is expected to be better positioned to help customers solve increasingly complex materials challenges
across electronics, advanced computing, data centers and other high-reliability applications.
| 14. | Where can I learn more? |
You can read the announcement here: [LINK] You may also contact
your usual Solstice’s representative with questions. We will keep customers updated as appropriate as the transaction progresses.
# # #
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements within
the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed transaction between Solstice and Element Solutions, that involve substantial risks and uncertainties.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on
current expectations, estimates, assumptions and projections regarding, among other things, the anticipated benefits and timing of the
proposed transaction, synergies, expected future financial position, total addressable market, position in specialty chemicals and advanced
materials verticals and the industry, business and financial results of each company and the combined company, including the combined
company’s expected Adjusted EBITDA and Adjusted EBITDA margin, expected synergies, net debt and net leverage, anticipated de-leveraging,
expected accretion to Adjusted EPS and expected growth, margins and free cash flow. Forward-looking statements often include words such
as “anticipates,” “estimates,” “expects,” “positioned,” “projects,” “forecasts,”
“intends,” “plans,” “continues,” “could,” “believes,” “may,” “will,”
“would,” “should,” “goals,” “pro forma” and words and terms of similar substance in connection
with discussions of the proposed transaction and the future operating or financial performance of the combined company. As with any projection
or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Solstice’s, Element
Solutions’ or the combined company’s actual results may vary materially from those expressed or implied in the forward-looking
statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by Solstice or on its behalf. Although
Solstice and Element Solutions believe that the forward-looking statements contained in this communication are based on reasonable assumptions,
you should be aware that a variety of factors, many of which are difficult to predict and outside of Solstice’s or Element Solutions’
control, could affect Solstice’s, Element Solutions’ or the combined company’s actual financial results or results of
operations and could cause actual results to differ materially from those in such forward-looking statements, including, but not limited
to: the completion of the proposed transaction on the anticipated terms and timing, including obtaining stockholder, regulatory and other
approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth of Solstice’s
and Element Solutions’ businesses and other conditions to the completion of the proposed transaction; failure to realize the anticipated
benefits of the proposed transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including
as a result of delay in completing the proposed transaction, Solstice’s ability to integrate Element Solutions’ operations
and product lines or due to unexpected costs, liabilities or delays; the ability of the parties
to obtain or consummate financing related to the proposed transaction upon acceptable terms or at all; the dilution caused by Solstice’s
issuance of additional shares of its common stock in connection with the consummation of the proposed transaction; the risk of a downgrade
of the credit rating of Solstice’s indebtedness; a material adverse change in the financial condition of Solstice, Element Solutions
or the combined company; potential litigation relating to the proposed transaction that could be instituted against Solstice, Element
Solutions or their respective directors; Solstice’s and Element Solutions’ ability to implement their business strategies;
the risk that disruptions from the proposed transaction will harm Solstice’s or Element Solutions’ respective businesses,
including current plans and operations; the ability of Solstice or Element Solutions to retain and hire key personnel; potential adverse
reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainty
as to the long-term value of Solstice’s common stock; risks associated with third party contracts
containing consent and/or other provisions triggered by the proposed transaction; legislative, regulatory, political and economic
developments affecting Solstice’s, Element Solutions’ or the combined company’s respective businesses; the evolving
legal, regulatory and tax regimes under which Solstice and Element Solutions operate; potential business uncertainty, including changes
to existing business relationships, during the pendency of the proposed transaction that could affect Solstice’s and/or Element
Solutions’ financial performance; restrictions during the pendency of the proposed transaction that may impact Solstice’s
or Element Solutions’ ability to pursue certain business opportunities or strategic transactions; an overall decline in the health
of the economy and the industries in which Solstice and Element Solutions operate, including as a result of inflation, tariffs and other
trade barriers and restrictions, market volatility, geopolitical instability and social unrest, the possibility of an economic downturn
or recession or other macroeconomic factors; unpredictability and severity of catastrophic events, including, but not limited to, acts
of terrorism or outbreak of war or hostilities, as well as Solstice’s and Element Solutions’ response to any of the aforementioned
factors; failure to receive the approval of the stockholders of Solstice and/or Element Solutions; and the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger agreement. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Solstice and Element
Solutions described in the “Risk Factors” section of their respective Annual Reports on Form 10-K for the year ended December
31, 2025, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those implied
by forward-looking statements in this communication. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and Solstice and Element Solutions assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise
required by securities or other applicable law. Neither Solstice nor Element Solutions gives any assurance that either Solstice or Element
Solutions will achieve its expectations.
Important Information and Where to Find It
In connection with the proposed transaction, Solstice intends to file
with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect
to the shares of Solstice’s common stock to be issued in the proposed transaction and a joint proxy statement for Solstice’s
and Element Solutions’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive Joint Proxy
Statement/Prospectus (if and when available) will be mailed to stockholders of Solstice and Element Solutions after it is declared effective.
Each of Solstice and Element Solutions may also file with or furnish to the SEC other relevant documents regarding the proposed transaction.
This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that
Solstice or Element Solutions may mail to their respective stockholders in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF SOLSTICE AND ELEMENT SOLUTIONS ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOLSTICE, ELEMENT SOLUTIONS, THE PROPOSED TRANSACTION
AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Joint
Proxy Statement/Prospectus and other documents filed with the SEC by Solstice or Element Solutions through the website maintained by the
SEC at http://www.sec.gov or from Solstice at its website, https://www.solstice.com, or from Element Solutions at its website, https://www.elementsolutionsinc.com
(information included on or accessible through the SEC website or either of Solstice’s or Element Solutions’ website is not
incorporated by reference into this communication).
Participants in Solicitation
Solstice and Element Solutions
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Solstice and Element Solutions in connection with the proposed transaction.
Information about the interests of the directors and executive officers
of Solstice and Element Solutions and other persons who may be deemed to be participants in the solicitation of stockholders of Solstice
and Element Solutions in connection with the proposed transaction and a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus, which will be filed with the SEC.
Information about Solstice’s directors and executive officers
and their ownership of Solstice’s common stock is set forth in Solstice’s proxy statement for its 2026 Annual Meeting of Stockholders
on Schedule 14A filed with the SEC on April 2, 2026 under the headings “Director
Compensation,” “Compensation
Discussion and Analysis,” “Executive
Compensation Tables” and “Stock
Ownership Information.” To the extent that holdings of Solstice’s securities have changed since the amounts printed in
Solstice’s proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities
on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Information about Element Solutions’ directors and executive
officers and their ownership of Element Solutions’ common stock is set forth in Element Solutions’ proxy statement for its
2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on March 23, 2026 under the headings “Director Compensation,” “Executive Compensation” and “Security Ownership.” To the extent that holdings of Element Solutions’ securities have changed since the amounts printed in Element
Solutions’ proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities
on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
The information regarding the direct and indirect interests of those
persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Joint Proxy Statement/Prospectus
regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained as described above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and/or
offered pursuant to an exemption from the registration requirements of the Securities Act, and otherwise in accordance with applicable
law.
