NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.
Brussels, 9 November 2026 – 8.35 am CET – regulated information
Solvay SA/NV (“Solvay” or the “Offeror”) today announces the launch of an invitation to holders of its outstanding €750 million 3.875% fixed rate bonds due 3 April 2028 (ISIN: BE6350791073) (the “Bonds”) to tender their Bonds for purchase by the Offeror for cash, up to an aggregate principal amount of €375 million (the “Offer”).
Concurrently with the Offer, Solvay intends to issue €500 million of new euro-denominated senior unsecured fixed rate bonds (the “New Bonds”) with an expected maturity of seven years, subject to market conditions. The purpose of the Offer and the planned issuance of New Bonds is to proactively manage the Offeror’s capital structure and debt profile.
The Offer is made to eligible holders of Bonds until 5.00 p.m. CET on 16 November 2026, on the terms and subject to the conditions further described in the tender offer memorandum dated 9 November 2026 (the “Tender Offer Memorandum”). Copies of the Tender Offer Memorandum are available free of charge to eligible holders, subject to the offer and distribution restrictions, from the Tender Agent at https://deals.is.kroll.com/solvay. Whether Solvay will purchase any Bonds validly tendered in the Offer is subject, among other conditions, to the successful completion, in its sole determination, of the issue of the New Bonds (the “New Issue Condition”).
The purchase price for the Bonds will be determined at the pricing time by reference to a fixed purchase spread over the interpolated mid-swap rate, as further described in the Tender Offer Memorandum. Holders of Bonds who validly tender their Bonds may, at the sole discretion of Solvay, receive priority in the allocation of the New Bonds, as further described in the Tender Offer Memorandum. The results of the Offer are expected to be announced on 17 November 2026 and settlement of the Offer is expected to take place on 19 November 2026.
BNP PARIBAS and BofA Securities Europe SA are acting as Dealer Managers (the “Dealer Managers”) and Kroll Issuer Services Limited is acting as Tender Agent (the “Tender Agent”) for the Offer.
Contacts
Investor relations
Geoffroy d’Oultremont: +32 478 88 32 96
Vincent Toussaint: +33 6 74 87 85 65
Charlotte Vandevenne: +32 471 68 01 66
investor.relations@solvay.com
Media relations
Peter Boelaert: +32 479 30 91 59
Laetitia Van Minnenbruggen: +32 484 65 30 47
media.relations@solvay.com
About Solvay
Solvay, a pioneering chemical company with a legacy rooted in founder Ernest Solvay’s pivotal innovations in the soda ash process, is dedicated to delivering essential solutions globally through its workforce of around 8,400 employees. Since 1863, Solvay has harnessed the power of chemistry to create innovative, sustainable solutions that answer the world’s most essential needs such as purifying the air we breathe and the water we use, preserving our food supplies, protecting our health and well-being, creating eco-friendly clothing, making the tires of our cars more sustainable and cleaning and protecting our homes. Solvay’s unwavering commitment drives the transition to a carbon-neutral future by 2050, underscoring its dedication to sustainability and a fair and just transition. As a world-leading company with €4.3 billion in underlying net sales in 2025, Solvay is listed on Euronext Brussels and Paris (SOLB). For more information about Solvay, please visit solvay.com or follow Solvay on Linkedin.
Ce communiqué de presse est également disponible en français.
Dit persbericht is ook in het Nederlands beschikbaar.
Disclaimer
Capitalised terms used but not otherwise defined in this press release have the meanings given to them in the Launch Announcement. This press release must be read in conjunction with the Launch Announcement and the Tender Offer Memorandum dated 9 November 2026. These documents contain important information which should be read carefully before any decision is made with respect to the Offer. Holders should seek their own independent financial, tax and legal advice. Any holder whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact that entity if it wishes to tender Bonds pursuant to the Offer.
The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this press release, the Launch Announcement and the Tender Offer Memorandum and none of the Offeror, the Dealer Managers, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, will be responsible to any Bondholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Offeror, the Dealer Managers, the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Bondholders should tender Bonds in the Offer.
None of Solvay, the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is providing holders with legal, business, financial, tax or other advice in this press release, the Launch Announcement or the Tender Offer Memorandum. Holders should consult their own advisers to assist them in making an investment decision and to advise them whether they are legally permitted to participate in the Offer.
None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer, Solvay, the Bonds or the New Bonds contained in this press release, the Launch Announcement or the Tender Offer Memorandum.
Offer and Distribution Restrictions
None of this press release, the Launch Announcement or the Tender Offer Memorandum constitutes an invitation to participate in the Offer in or from any jurisdiction in or from which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of these documents and any other materials relating to the Offer in certain jurisdictions (in particular the United States, the United Kingdom, Belgium, France and Italy) may be restricted by law. Persons into whose possession such materials come are required by Solvay, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Neither this press release nor the Launch Announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Bonds in any circumstances in which such offer or solicitation is unlawful. In jurisdictions where the Offer must be made by a licensed broker or dealer and a Dealer Manager or its affiliate is so licensed, the Offer is deemed made by that Dealer Manager or affiliate on behalf of Solvay.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. person (as defined in Regulation S under the Securities Act) (each a “U.S. Person”). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by any U.S. Person. Accordingly, copies of this press release, the Launch Announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person, and the Bonds cannot be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder participating in the Offer must make the representations, acknowledgements, warranties and undertakings set out in the Tender Offer Memorandum, including those relating to its location and U.S. Person status and, where applicable, those of the beneficial owner on whose behalf it acts. Any tender from a holder unable to make the required representations will not be accepted.
United Kingdom
The communication of this press release, the Launch Announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this press release, the Launch Announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to (1) persons outside the United Kingdom, (2) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005), (3) persons who are within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (4) any other persons to whom it may otherwise lawfully be made under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (together being referred to as relevant persons). Any person in the United Kingdom who is not a relevant person should not act on or rely on this press release, the Launch Announcement and the Tender Offer Memorandum.
Italy
None of the Offer, this press release, the Launch Announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Any Bondholder or beneficial owner of the Bonds that is resident and/or located in Italy may tender some or all of its Bonds for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds, the Offer, this press release, the Launch Announcement and the Tender Offer Memorandum.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This press release, the Launch Announcement and the Tender Offer Memorandum and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. None of this press release, the Launch Announcement, the Tender Offer Memorandum or any other such document or material has been or will be submitted for clearance to, or approved by, the Autorité des Marchés Financiers.
Belgium
The Offer is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law dated 28 February 2013, as amended (a Belgian Consumer) and this press release, the Launch Announcement and the Tender Offer Memorandum or any other documents or materials relating to the Offer have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.
Disclosure relating to the New Bonds
This press release does not constitute an offer to sell or the solicitation of an offer to buy any New Bonds. Any investment decision to purchase New Bonds should be made solely on the basis of the information contained in the final Information Memorandum, including any amendment or supplement thereto. Prospective investors should carefully consider all of the information in the Preliminary Information Memorandum and, once published, the final Information Memorandum, including the risk factors therein. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and are not being, and will not be, offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
Prohibition of sales to EEA retail investors – The New Bonds are not intended to be offered, sold or otherwise made available to and shall not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (MiFID II) or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014, as amended (the PRIIPs Regulation) for offering or selling the New Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail investors – The New Bonds are not intended to be offered, sold, distributed or otherwise made available to and shall not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (the UK). For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR). Consequently, no disclosure document required by FCA Product Disclosure Sourcebook (DISC) for offering, selling or distributing the New Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the New Bonds or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
The target market for the New Bonds is eligible counterparties and professional clients only, as defined in MiFID II and, as applicable, the FCA Handbook Conduct of Business Sourcebook (“COBS”) and UK MiFIR, and all distribution channels to eligible counterparties and professional clients are appropriate. No action has been or will be taken in any jurisdiction in relation to the New Bonds that would permit a public offering of securities whereby such public offering would lead to a requirement to publish a prospectus or a similar requirement. The minimum denomination of the New Bonds will be €100,000. The New Bonds are not intended to be offered, advertised, sold or otherwise made available to consumers in Belgium within the meaning of the Belgian Code of Economic Law dated 28 February 2013, as amended.
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