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Solstice, Element terminate $14.5 billion merger deal after shareholder feedback (updated)

UPDATE 3-Solstice, Element terminate $14.5 billion merger deal after shareholder feedback

Solstice, Element cite investor support for independent strategies to end merger agreement

Neither company will pay termination fees to end deal

Solstice board authorizes first share repurchase program of up to $500 million

Solstice shares jump 15% in after-hours trading while Element gains 4%

Adds quotes, content and context throughout

By Pranav Mathur and David French

- Solstice Advanced Materials SOLS.O and Element Solutions ESI.N have mutually agreed to shelve their $14.5 billion merger, citing feedback from both sets of shareholders that they preferred each retain their independence and existing strategies, the pair said in statements on Thursday.

The proposed combination, announced on July 6 and coming just 10 months since Solstice completed its spin-off from Honeywell HON.O, had been billed as creating a substantial supplier of chemicals for semiconductor manufacturing, at a time of surging demand for the devices to support the build-out of artificial intelligence infrastructure.

Both companies said though they had received feedback from shareholders which had led to a mutual decision to end the merger. Neither company will pay any penalties as part of the action.

"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," said Rajeev Gautam, chairman of Solstice.

Accompanying its announcement, Solstice said its board had authorized a share repurchase program of up to $500 million, its first such buyback plan, and reaffirmed its recently raised guidance, saying strong cash flow and its balance sheet would support investment in organic growth initiatives as well as capital returns to shareholders.

Shares in Solstice jumped 15% in after-hours trading, with Element Solutions gaining 4%.

Had the deal been completed, it would have created a bigger supplier to the semiconductor, electronics and industrial markets, combining Solstice's refrigerants, specialty materials and uranium-conversion operations with Element's electronics chemicals business.

While the financial and strategic rationale of the merger was compelling, Element Chairman Ian Ashken said it reacted to its shareholders' appreciation of its management team strength, unique culture and business portfolio as currently constructed.

"Our growth trajectory remains compelling, and the momentum in our business continues unabated and in-line with our guidance," added Element Chief Executive Benjamin Gliklich.


(Reporting by Pranav Mathur in Bengaluru and David French in New York; Editing by Vijay Kishore and Cynthia Osterman)

((Pranav.Mathur@thomsonreuters.com;))

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