Elkem ASA (Oslo, Norway) announced an agreement to sell the majority of its Silicones division to Bluestar to be settled with all Elkem shares held by Bluestar through Bluestar Elkem International Co. Ltd. S.A. (collectively with its relevant affiliate(s), Bluestar).
Elkem has entered into a final share purchase agreement regarding the sale of the majority of the Silicones division assets to Bluestar in a transaction where the full consideration payable by Bluestar will be settled through the redemption of all of Bluestar’s 338,338,536 shares in Elkem (the “Contemplated Transaction”). Following completion of the Contemplated Transaction, Bluestar will no longer hold any Elkem shares.
After a comprehensive assessment of all available options, Elkem firmly believes that entering into the share purchase agreement delivers the most favourable outcome for both the Silicones division and the Company, ultimately benefitting all shareholders.
As Elkem’s largest shareholder and former owner of parts of the Silicones assets, Bluestar possesses deep knowledge of Elkem’s Silicones division and is strategically focused on developing its position in the silicones value chain.
“This transaction is the result of a thorough strategic review initiated in early 2025 and reflects the Board’s clear ambition to create the strongest possible foundation for long‑term value creation. We are confident that the agreement with Bluestar delivers a favourable outcome for Elkem’s employees, shareholders and other stakeholders, while positioning both Elkem’s metals and materials divisions, and the Silicones division for future growth,” said Elkem Deputy Chair of the Board of Directors Dag J Opedal.
The Contemplated Transaction is conditional upon the approval by Elkem’s general meeting and waivers and approvals from Elkem’s lenders, and other customary approvals and conditions (the “Closing Conditions”). The Board of Directors of Elkem will on 13 February 2026 call for an extraordinary general meeting to be held on 9 March 2026 to approve the share purchase agreement and resolve the redemption of Bluestar’s shares (the EGM). Bluestar is not entitled to vote for their Elkem shares on the agenda item relating to the share purchase agreement.
Folketrygdfondet, Must Invest, DNB Asset Management, Nordea Investment Management, and Perestroika, have pre-committed their support for the Contemplated Transaction at the EGM, and underwritten NOK 1 500 million subject to certain terms and conditions in equity capital to be raised based on prevailing market conditions and at market terms, securing a robust financial position for Elkem, after the Contemplated Transaction. These shareholders represent as of the date hereof approximately 30% of the share capital eligible to vote on the approval of the share purchase agreement at the EGM.
Subject to being approved by the EGM and the other Closing Conditions being satisfied or waived, the Contemplated Transaction is expected to close by May 2026.
The transaction perimeter includes all assets, rights and liabilities, as well as employees in relation to the Sold Silicones Assets. Geographically, the Sold Silicones Assets are located across the globe, with APAC constituting the largest market.
“Since its founding more than 120 years ago, Elkem has consistently optimised its portfolio to adapt to changing market dynamics and capitalise on emerging growth opportunities. By divesting the majority of the Silicones division, we are simplifying our business, sharpening our strategic focus and allocating capital where we see strong long‑term growth opportunities. We are confident that the agreement also delivers the most favourable outcome for the Silicones division positioning the business for accelerated specialisation and growth,” said Elkem CEO Helge Aasen.