Solvay in Contemplated Separation Into Two Independent Listed Companies

Cleary Gottlieb represented Solvay SA/NV (Solvay) in its plan to separate into two independent listed companies: SpecialtyCo and EssentialCo.

The shares of each company would be listed on Euronext Brussels and Euronext Paris.

The separation would establish two strong industry leaders that would benefit from increased strategic and financial flexibility to focus on their distinctive business models, market, and stakeholder priorities. The separation would be effected by means of a partial demerger of Solvay, whereby the specialty businesses would be spun off to SpecialtyCo.

EssentialCo would comprise leading mono-technology businesses including Soda Ash, Peroxides, Silica, and Coatis, which are reported as Solvay’s chemicals segment, as well as the Special Chem business, which generated approximately €4.1 billion in net sales in 2021. SpecialtyCo would comprise Solvay’s currently reported materials segment as well as the majority of its solutions segment, including Novecare, Technology Solutions, Aroma Performance, and Oil & Gas, which generated approximately €6 billion in net sales in 2021. The composition of the boards, the management teams, and naming for each company will be determined at a later date.

The transaction is subject to general market conditions and customary closing conditions, including final approval by Solvay’s board of directors, consent of certain financing providers, and shareholder approval at an extraordinary shareholders’ meeting, and is expected to be completed in the second half of 2023.