OSLO, Norway – – Elkem ASA today announced a definitive agreement to sell the majority of its Silicones division to Bluestar, a move designed to refocus the Norwegian company as a pure-play metals and materials producer. The transaction, expected to close by , will be settled entirely through the redemption of Bluestar’s existing shares in Elkem, with no cash changing hands.
Under the terms of the agreement, Bluestar will redeem its 338,338,536 shares, representing a 52.9% stake in Elkem. Following the completion of the deal, Bluestar will no longer hold any shares in the company, effectively transferring control to minority investors. This structure allows Elkem to streamline its operations and capital allocation, concentrating on its core metals and materials businesses.
The decision to divest the Silicones division follows a strategic review initiated in early and further detailed in . Elkem believes the sale delivers the most favorable outcome for both the Silicones business and the company as a whole, benefiting employees, shareholders, and other stakeholders. Bluestar’s existing knowledge of the Silicones division, stemming from its prior ownership of parts of the business, positions it for continued growth in the silicones value chain.
The transaction requires approval from Elkem shareholders at an Extraordinary General Meeting (EGM) scheduled for , as well as waivers and approvals from lenders. Crucially, several major shareholders – Folketrygdfondet, Must Invest, DNB Asset Management, Nordea Investment Management, and Perestroika – have already pre-committed their support for the transaction. These shareholders collectively represent approximately 30% of the shares eligible to vote on the share purchase agreement.
To further bolster its financial position post-transaction, Elkem intends to raise NOK 1.5 billion in new equity capital, underwritten by the aforementioned supportive shareholders. The capital raise is subject to prevailing market conditions and will be priced at market terms. This move aims to secure a robust financial foundation for Elkem following the divestiture and enable future growth initiatives.
Elkem’s CEO, Helge Aasen, emphasized the strategic rationale behind the sale. “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,” he stated. “We are confident that the agreement also delivers the most favourable outcome for the Silicones division positioning the business for accelerated specialisation and growth.”
The transaction perimeter encompasses all assets, rights, and liabilities associated with the Silicones division, with a significant geographic presence in the Asia-Pacific region. However, Elkem will retain certain Silicones entities, including Yongdeng (Silicon Metal China), Roussillon (upstream Silicones in France), and Chakan (downstream Silicones in India). The company is currently exploring strategic alternatives for these retained assets.
A five-year supply agreement has been established between Elkem’s Roussillon facility and the downstream business being acquired by Bluestar, ensuring economically viable operations. This agreement, along with a similar arrangement with a third party, is expected to maintain earnings neutrality for the Roussillon operation.
Following the completion of the transaction, Elkem will be structured around three core divisions: Silicon Products, Carbon Solutions, and Other. The company anticipates improved cash flow generation and deleveraging capacity, allowing for increased investment in organic and inorganic growth opportunities. Elkem aims to maintain a strong credit position and qualify for investment-grade ratings.
The net indebtedness of Elkem is estimated to be approximately NOK 9.8 billion immediately after the transaction, excluding the impact of the planned equity capital raise. The company will engage with its lenders to secure the necessary waivers and approvals for the transaction.
The independent shareholder elected members and employee representatives on the Board of Directors engaged DNB Carnegie to provide a fairness opinion, which concluded that the transaction is fair from a financial perspective for Elkem shareholders, excluding Bluestar.
Bluestar representatives on Elkem’s Board of Directors and the nomination committee will resign upon closing of the transaction, with new members to be elected at the EGM. This transition underscores the shift in control and strategic direction for Elkem.
ABG Sundal Collier ASA acted as financial advisor to Elkem, while Advokatfirmaet Thommessen AS provided legal counsel. J.P. Morgan Securities (Asia Pacific) Limited served as financial advisor to Bluestar, with legal advice provided by White & Case.
Elkem will host a press conference today, , following the presentation of its fourth-quarter 2025 results. A webcast of the event will be available on the company’s website, www.elkem.com.
