Elkem to Divest Silicones Unit in $1B Share-Swap with Bluestar

OSLO, Norway – February 13, 2026 – Norwegian materials giant Elkem ASA today announced a transformative plan to sell a majority of its Silicones division to its largest shareholder, Bluestar Elkem International Co. Ltd. S.A. The landmark transaction, valued at approximately 9.77 billion Norwegian crowns ($1.02 billion), will be settled through a unique share-for-asset swap that will see Bluestar exit as a shareholder and Elkem emerge as a more focused metals and materials company.

The company has scheduled an extraordinary general meeting (EGM) for March 9, 2026, where shareholders will vote on the pivotal agreement. The deal marks a significant strategic realignment for the 122-year-old firm, aiming to simplify its structure and unlock value, while simultaneously allowing China's Bluestar to consolidate its global position in the competitive silicones market.

The Mechanics of a Landmark Deal

Under the terms of the Share Purchase Agreement, the transaction will be entirely cashless. Instead of a monetary payment, Bluestar will transfer its entire holding of 338,338,536 shares—representing 52.9% of Elkem's total shares—back to Elkem. In return, Bluestar will take ownership of the majority of Elkem's Silicones division. Following the transfer, Elkem will resolve to redeem these shares, effectively removing Bluestar from its list of shareholders.

The valuation implies an enterprise value to EBITDA multiple of 12.8x for the Silicones business, based on 2026 estimates. The complex deal is contingent on several conditions, most notably approval from Elkem's shareholders at the upcoming EGM. While Bluestar is prohibited from voting its shares on the approval of the sale itself, it has committed to voting in favor of the subsequent share redemption.

Crucially, the transaction has already secured significant backing from key institutional investors. Shareholders including Folketrygdfondet, Must Invest, DNB Asset Management, Nordea Investment Management, and Perestroika, who collectively hold 30% of the company's outstanding shares, have pre-committed to voting in favor of the deal. This strong institutional support provides a clear path toward approval at the March meeting.

The indicative timeline anticipates lender approvals in early March, with the transaction expected to close and settle by late April or early May 2026, pending all regulatory clearances.

Elkem's Strategic Pivot to a Focused Future

The decision to divest a core division is the culmination of a comprehensive strategic review initiated in early 2025. Elkem's leadership has framed the move as a decisive step to streamline the company into a more focused, pure-play metals and materials producer.

CEO Helge Aasen stated that the divestment simplifies the business, sharpens its strategic focus, and allows for capital reallocation to segments with stronger long-term growth prospects. The goal is to create a more robust foundation for long-term value creation for shareholders, employees, and other stakeholders.

The post-transaction Elkem will concentrate its resources on its Silicon Products and Carbon Solutions divisions. The company believes this focused approach will lead to reduced complexity and volatility, resulting in a more attractive financial profile and stronger cash flow. This is expected to improve its deleveraging capacity, with projections showing net debt decreasing from NOK 11.9 billion to NOK 9.8 billion, and enhance its ability to pursue growth in core end-markets like electric mobility, renewable energy, and digital communications.

This strategic shift comes as Elkem reported mixed fourth-quarter results for 2025. While the Silicones division exceeded expectations with an EBITDA of NOK 399 million, the Silicon Products and Carbon Solutions divisions faced headwinds from low prices and subdued demand. The divestment is seen as a way to position the remaining, more focused company for robust growth once market conditions improve.

Elkem will not exit the silicones space entirely. It will retain three key plants: the upstream silicones facility in Roussillon, France; the silicon metal plant in Yongdeng, China; and a downstream silicones plant in Chakan, India. The Roussillon plant is notably set to continue supplying products to Bluestar, indicating an ongoing commercial relationship between the two entities.

Bluestar's Global Consolidation Play

For Bluestar, a subsidiary of the Chinese state-owned chemical giant ChemChina (now part of Sinochem), this acquisition is a strategic masterstroke. As Elkem's largest shareholder since its acquisition in 2011 and a former owner of some of the silicone assets, Bluestar possesses deep, intimate knowledge of the business it is acquiring.

The move is a clear play to consolidate its power and global footprint in the silicones industry. The company views the acquisition as essential for optimizing its global silicones industrial chain and solidifying its leading market position. By integrating Elkem's high-quality global silicone assets, Bluestar aims to enhance its technological strength, expand its market scale, and improve operational efficiencies.

This transaction allows Bluestar to leverage the deep strategic synergies available within a global chemicals major, providing access to significant investment capacity. The company anticipates the move will improve its ability to innovate across the value chain and adapt more quickly to local market dynamics, accelerating growth in specialty products and key international markets.

Shareholder Shake-Up and Market Reaction

The market has responded positively to the announcement, with Elkem's shares (ticker: ELK) on the Oslo Stock Exchange climbing 8.77% in trading on February 13. The jump suggests investors welcome the strategic clarity and financial re-engineering the deal promises.

In conjunction with the divestment, Elkem plans to raise NOK 1.5 billion in gross equity capital through a new share issuance. This capital raise has been fully underwritten by the same group of major institutional shareholders supporting the transaction, signaling strong confidence in the company's new direction.

For remaining and prospective investors, the transaction fundamentally reshapes Elkem's investment profile. The company will transform from a diversified materials provider into a more specialized producer of silicon and carbon products. This could attract a new set of investors focused on pure-play industrial commodities and advanced materials. However, the deal comes with a short-term trade-off: Elkem's board has proposed not to distribute a dividend for the 2025 fiscal year, citing the equity impact of the large-scale share redemption.

With substantial shareholder support already locked in, the upcoming EGM is widely expected to approve the transaction. This will set Elkem on a new, more focused course, armed with a stronger balance sheet and a clear mandate to invest in its core businesses of Silicon Products and Carbon Solutions.