ESI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-07-28

• Solstice Transaction - On July 6, 2026, we and Solstice entered into an Agreement and Plan of Merger (the "Merger Agreement") for the acquisition of us by Solstice, subject to regulatory approvals and closing conditions. Upon completion of the merger, each of our issued and outstanding shares of our…

• A more detailed summary of the Merger Agreement is set forth in our current report on Form 8-K filed on July 6, 2026 under Item 1.01 Entry into a Material Definitive Agreement, which summary is incorporated herein by reference.

• 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.

• The following table reconciles GAAP net sales growth to organic net sales growth:

Text removed vs the prior filing · source: 10-Q · 2026-04-29

• Micromax Acquisition - On February 2, 2026, we completed the acquisition of Micromax, a global supplier of advanced electronics inks and pastes, for a purchase price of approximately $493 million, net of cash and subject to adjustments.

• EFC Acquisition - On January 2, 2026, we completed the acquisition of EFC, a provider of high-purity specialty gases and other advanced materials, for a purchase price of approximately $367 million, net of cash and subject to adjustments, with a potential earn-out based on EFC's 2026 performance of …

• Add-on Term Loans & Revolver Upsize - On February 2, 2026, we completed the syndication of $450 million of Add-on Term Loans and a 5-year $500 million senior secured revolving credit facility, which replaced our then existing $375 million revolving facility, upsizing the facility by $125 million and…

• •Industrial Solutions: net sales increased 6% on a reported basis and were relatively flat on an organic basis. Foreign exchange had a positive impact of 6% on reported net sales. Flat organic sales were the result of automotive customer softness in the Americas offset by the impact of higher metal …

• Electronics' gross profit in the first quarter of 2026 increased by 42% on a reported basis and 39% on a constant currency basis. The Micromax Acquisition had a positive impact of 8% on constant currency gross profit which includes $13.6 million of gross profit less an inventory step-up from purchas…

Text added vs the prior filing · source: 10-Q · 2026-07-28

• In addition to the risk factors set forth in Part I, Item 1A, Risk Factors of our 2025 Annual Report, you should consider the following risk factors before investing in our securities.

• The completion of the Solstice Transaction is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the Solstice Transaction may not be completed within the expected timeframe or at all.

• On July 6, 2026, the Company entered into the Merger Agreement, pursuant to which, at the effective time of the First Merger, Merger Sub One will merge with and into the Company, with the Company surviving the merger as the Surviving Corporation, and immediately following the First Merger, and as pa…

• The completion of the Solstice Transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others: (a) adoption of the Merger Agreement by our stockholders; (b) the approval of the issuance of Solstice common stock in the Solstice Transaction by Solstice’s …

• There can be no assurance that the conditions to completion of the Solstice Transaction, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that governmental authorities will not impose conditions, terms…

Text removed vs the prior filing · source: 10-Q · 2026-04-29

• There have been no material changes in the risk factors from those set forth in Part I, Item 1A, Risk Factors of our 2025 Annual Report.