BACKGROUND AND BASIS OF PRESENTATION |
6 Months Ended |
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Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Background Element Solutions was incorporated in Delaware in January 2014 and its shares of common stock, par value $0.01 per share, trade on the New York Stock Exchange under the ticker symbol “ESI.” Element Solutions is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy. Element Solutions businesses provide products that, in substantially all cases, are consumed by customers as part of their production process, providing the Company with reliable and recurring revenue streams as the products are replenished in order to continue production. Element Solutions delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives. The Company's operations are organized in two reportable segments: Electronics (MacDermid Alpha Electronics Solutions) and Specialties (Element Specialties). The reportable segments represent businesses for which separate financial information is utilized by the chief operating decision maker for the purpose of allocating resources and evaluating performance. Electronics – The Electronics segment researches, formulates and sells specialty chemicals and material process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In high-performance datacenters, mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the physical circuitry pathways, and its "assembly materials," such as surface mount technologies ("SMT"), pastes, fluxes and adhesives, join those pathways together. The segment provides specialty chemicals solutions through the following businesses: Assembly Solutions, Circuitry Solutions, Micromax and Semiconductor Solutions. Specialties – The Specialties segment researches, formulates and sells specialty chemicals and material process technologies that enable or enhance the performance of high value products across diverse sectors from automotive to energy infrastructure to semiconductors and satellites. Its products include chemical systems that protect and decorate metal and plastic surfaces, chemistries used in water-based hydraulic control fluids for offshore energy production and rare or high-purity gases and advanced materials used in semiconductor fabrication, satellite systems, electrical transmission infrastructure and other end-markets. The segment provides specialty chemicals solutions through the following businesses: Industrial Solutions, EFC and Energy Solutions. On February 28, 2025, the Company completed the sale of its flexographic printing plate business, MacDermid Graphics Solutions. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Element Solutions and all of its controlled subsidiaries. The Company consolidates the income, expenses, assets, liabilities and cash flows of its subsidiaries from the date it acquires control or becomes the primary beneficiary. All intercompany accounts and transactions have been eliminated upon consolidation. In preparing the unaudited Condensed Consolidated Financial Statements in conformity with GAAP, management uses estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Management applies judgment based on its understanding and analysis of the relevant circumstances, including historical experience and future expectations. These judgments, by their nature, are subject to an inherent degree of uncertainty and, accordingly, actual results could differ significantly from these estimates and assumptions. These unaudited Condensed Consolidated Financial Statements reflect all adjustments that are normal, recurring and necessary for a fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and related notes included in its 2025 Annual Report. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Pending Transaction with Solstice On July 6, 2026, the Company, together with Solstice, announced an agreement pursuant to which Solstice will acquire the Company for merger consideration payable in respect of each outstanding share of the Company's common stock, except for treasury shares and certain other exceptions, equal to (i) 0.5 shares of Solstice common stock and (ii) $10.00 in cash, without interest, plus cash in lieu of any fractional shares. The proposed transaction is expected to close in the first half of 2027 and is subject to customary closing conditions and regulatory approvals as described below. The acquisition will be effected pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Solstice, Solar Merger Sub One Inc., a Delaware corporation and a wholly owned subsidiary of Solstice ("Merger Sub One"), and Solar Merger Sub Two LLC, a Delaware limited liability company and a wholly owned subsidiary of Solstice ("Merger Sub Two"). Merger Sub One will merge with and into the Company (the "First Merger"), with the Company surviving the merger as a wholly-owned subsidiary of Solstice (the "Surviving Corporation"), and immediately following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub Two (the “Second Merger”), with Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of Solstice. Consummation of the Solstice Transaction is subject to the satisfaction or waiver of certain conditions, including, among others: (a) adoption of the Merger Agreement by the Company's stockholders; (b) the approval of the issuance of Solstice common stock in the Solstice Transaction by Solstice’s stockholders; (c) the effectiveness of a registration statement on Form S-4 to be filed with the SEC by Solstice in connection with the issuance of Solstice common stock in the Solstice Transaction; (d) the approval for listing of the shares of Solstice common stock to be issued in the Solstice Transaction on the Nasdaq Stock Market; and (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The obligation of each party to consummate the Solstice Transaction is also conditioned upon, among other things, the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions), the other party having performed in all material respects its covenants and obligations under the Merger Agreement, the absence of a “Material Adverse Effect” on the other party (as defined in the Merger Agreement), and the receipt by such party of an opinion of counsel to the effect that the Solstice Transaction will qualify for their intended tax treatment. The Solstice Transaction is subject to a number of risks and uncertainties and there is no assurance that the Solstice Transaction will occur. The description of the Merger Agreement contained herein and the summary do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which is included herewith as Exhibit 2.1.
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