This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

Elkem Asa Ord
2/13/2026
Good morning and welcome to Elkem's fourth quarter results presentation. My name is Audja Lyngstad and I'm responsible for investor relations in Elkem. Today's presentation has been extended because Elkem has reached a significant milestone to sell the majority of its silicones division to Bluestar. But before we present the details of that transaction, we will take you through the fourth quarter results. As usual, we will go through the highlights for the quarter and give you an update on the markets and the first quarter outlook. CEO Helge Olsen will take us through the first part of this presentation before CFO Morten Viga will present Elkem's fourth quarter results in more detail. We will open for Q&A after the presentation of the sales of the silicones division. So with that, I give the word to CEO Helge Olsen.
Yeah, thank you, Edgar, and good morning and welcome, everyone. So, as already indicated by Odger, we have the pleasure of announcing that we've entered into a sales agreement with China National Blue Star, our majority shareholder, for a sale of most of the silicones division. This transaction will be settled through a redemption of all of Blue Star's shares in Elkem. And as already mentioned, we will come back to the details later in the presentation about this transaction. The result for the quarter was relatively strong, given the current market conditions. And I think we can say that, as most of our competitors in Europe have temporarily or permanently curtailed production, while we have throughout the quarter maintained close to full capacity utilization. The EBITDA for the fourth quarter ended up at 890 million Norwegian kroner, which gave an EBITDA margin of 12% for the group. And if you exclude silicones, which is reclassified as assets held for sale and which will now be sold, the operating income was 4 billion NOK, with an EBITDA of 485 million, which is then also representing a margin of 12%. We have been able to partly mitigate low demand and declining sales prices with cost improvements, both on raw material costs and other operational costs. And that is of course still ongoing. In the quarter, silicon products was impacted by lower sales prices. However, we do see higher ferro-silicon prices in the EU due to the safeguard measures restricting imports of ferro-alloys into the EU. Carbon Solutions had lower sales in the fourth quarter due to continued idling of steel and ferro-alloy capacity, which we have seen across many main operating regions. In the quarter, silicones delivered further profitability improvements, which is primarily due to higher sales prices towards the end of the year in Asia-Pacific and generally strong prices. performance on cost improvements. The share redemption in connection with the sales of the silicones division will impact Elkins equity and due to that the board has proposed not to distribute the dividend for 2025. So before we go on to present the market update and results I'd like to say a few words about ESG. At the end of last year It was unfortunately marked by a tragic accident at one of our plants in France. On the 22nd of December, an explosion occurred at an R&D facility in our silicones facility in Sampho, just outside Lyon. We had four colleagues injured, and sadly two of them later passed away from the injuries that were sustained. Internal and external investigations are still not finally concluded, but of course, regardless of that, I can only say that this is a very tragic setback in our efforts on safety work. And obviously, such an event right now overshadow other achievements within our ESG work. But we continue to get good ratings on ESG assessments in general, as is illustrated on this slide. Moving on to trade barriers. This continues to impact markets and is also having an impact on Elken, both directly and indirectly. EU safeguard measures that came into effect in November last year unfortunately exempted Norway and Iceland, so we are outside of the EU safeguard measures. That's been broadly covered in the media. However, we have received country-specific quotas, which puts us in a rather beneficial position compared with most other countries. Those quotas are approximately 70 to 75 percent of historic sales, and this has been combined with the pricing benchmark of 2,400 euros. as a reference when you calculate the tariffs for sales which exceed the quotas. So far, ferro-silicon prices are up about 20% since this was implemented, and if these measures are effective, we expect to see further price increases. Then moving on to the U.S., countervailing duties have been imposed on silicon, silicon metal, imported from several countries, including Norway, and the preliminary CVD rate is close to 17%. In addition, there are also anti-dumping duties announced, which is close to 4%. So that brings the total tariffs now. There was 5%. Then we have the Trump tariff, 15%. And then you put this on top of that. We are now up to around 40% on silicon metal exported from Norway to the U.S. So the basis for the CVD duty is based on CO2 compensation and the allocation of CO2 quotas, which Norwegian companies receive under the EU carbon scheme. Of course, our position is that EU's policies on CO2 quotas and CO2 compensation do not constitute counter-available subsidies. harming the US domestic industry as there is no CO2 tax in the US. So the case is expected to be finally decided in June this year and so far I think we can say that we've been fairly successful in navigating and adapting to unpredictable trade dynamics while we are leveraging a global business model with strong cost and market positions. Here we have included a summary of Elkem's performance over the past years and how that compared to our communicated financial targets. So if we look at the three last years, we have seen deteriorating market conditions due to lower economic activity, a global overcapacity and a very big reshaping of global trade. So despite these challenging conditions, Elkem has met the financial targets over the cycle, very much due to our diversified business model and strong operational execution. And of course, we have continuous cost focus. So since 2020, we have delivered a compound annual growth of 5%, which is in line with our target. And the EBITDA margin during the same period was 16%, which is also within our target range. And if you exclude silicones from these numbers, the performance is even better with a compound growth in operating income of 6%, while the EBITDA margin was 21%, exceeding the target range. Then we move on to the market update and the outlook. So let's have a look at some of the key markets and market trends and indicators. Automotive is an important sector for Elkem, driving demand for many of our products, as silicon is essential in electronics, in batteries, and in aluminum, lightweight components. Markets, particularly in Europe, have declined and the outlook remains weak. Soft demand combined with import pressure from China. A new minimum price mechanism in the EU on imported Chinese electrical vehicles could offer some protection. It remains to be seen. In the US, the outlook for 2026 is also relatively soft due to the pressure on affordability and an overall weak demand for EVs. Construction is another key market for Elkem, for Elkem silicon-based products, which go into high performance concrete, building materials and other infrastructure. It seems that Europe is seeing a gradual recovery in this sector, but the performance is varying significantly across countries and different segments. The US industry is also relatively soft, but the data centers, power infrastructure and institutional projects are showing growth. The PMI number is normally a good indicator for the economic sentiment, and global PMIs show a mixed but stable picture. Manufacturing remains soft, but the downturn seems to be easing now. The US stays in mild expansion, supported by improving output, though underlying demand and export orders remain soft. Europe is a mixed picture, with the German economy continuing to contract, keeping the broader Eurozone picture rather subdued. If you look at the specific markets for Elkem and start with the silicon, as illustrated on the graph, the silicon reference prices remain on a low level during the quarter. Year-to-date figures for November 2025 show that exports from China to Europe increased significantly compared with last year. And this combined with, as I said, generally weak demand have put quite significant pressure on prices in the EU. In the US, silicon prices increased slightly in the fourth quarter, but also here the demand is relatively low. Prices are, however, expected to rise in 2026 due to tariffs, anti-dumping duties and a tightening domestic supply. In China, silicon prices are affected by challenging market conditions. Power prices are increasing and sales prices for silicon remain on a low level. A little bit positive is that production curtailments are expected from several producers. Moving on to the first, silicon. As you know, we have many of the same underlying drivers as the silicon metal. The overall picture for Elkin is also here, marked by weak demand. But as mentioned earlier, we've seen an increase in reference prices by around 20% following the implementation of the safeguard measures. In addition, the EU has announced a tightening on the safeguard measures for steel. The annual tariff-free import quotas will be reduced, and the out-of-quota duty will be doubled to 50%. So as these measures will take effect, it is expected that steel production in the EU will increase. I think Gautam Kumpu reported a similar picture yesterday. This could also have a positive impact on the demand for ferroalloys and electrode materials supplied by our carbon division. In the US, furl silicon prices were marginally down in the fourth quarter due to weaker demand, and in China, furl silicon prices remain on a low level despite further production cuts to address overcapacity. Then the market for carbon products, obviously much smaller than the market for silicon and ferrosilicon, and there are no available reference prices here. Demand for carbon products differ by region, influenced by steel primarily, which again drives consumption of ferroalloys, and aluminium is also an important driver. Global steel production actually declined by 3% in the fourth quarter compared to the year before, primarily driven by lower activity in China, where production actually decreased by 9%. In Europe, the production increased by 4%, while North America remained stable. So this means that the steel and ferroalloy markets continue to be challenging and affecting carbon solutions. The effects are partly mitigated by our specialized product offering in carbon and the diverse geographic presence, which gives us a natural hedge and creates quite a stable situation, which you have seen on historical financial figures. Then, lastly, silicones. Anti-involution measures are underway in a number of sectors in China, also in silicones, so addressing overcapacity. The DMC price in China rose by about 23% from around 11,000 RMB per ton by the end of the third quarter up to 13,600 by the end of the fourth quarter. primarily driven by various anti-involution measures, curbing overproduction and then leading to an increasing in sales prices. The demand still within China remains on a weak level, particularly due to the construction sector. In the EU and the US, demand for commodity silicones was low in the quarter, mainly impacted by shifting tariff policies. So, moving on to the outlook for the first quarter. As mentioned, trade regulations and protective measures are likely to continue to affect Elkhem's markets and contributing to ongoing uncertainty. However, I think Elkem is well positioned due to our geographic presence and strong market and cost positions. Silicon products are still facing subdued demand. We are temporarily reducing capacity in Norway, mainly to manage inventory levels. And the EBITDA effect of that is expected to be somewhat negative, but with a very positive cash flow effect. Carbon Solutions is expecting a slight improvement in sales volumes, but again, due to already mentioned the situation in steel etc., the overall demand remains on a relatively weak level. Silicon prices in China have increased due to the reduced supply, while the fundamental demand situation remains on a lower level than what we've seen historically. The division will of course benefit from higher sales prices anticipating that these actions will be maintained on production reduction. So I think with this I'll give the word to Morten to take you through the financials for the fourth quarter and then we'll come back to the transaction afterwards.
Thank you very much, Helge, and good morning, everybody. It's certainly a pleasure to go through the results for the fourth quarter in more detail. Our operating income for the quarter was 7.3 billion NOK, which was down 14% compared to the fourth quarter last year. And we saw a reduction in all three divisions, and this is mainly explained by lower sales prices. LKM's EBITDA for the fourth quarter was 890 million NOK, And this was 24% lower than the fourth quarter last year, but slightly higher than in the previous two quarters. The reported group EBITDA margin was 12%. which is somewhat below our long-term target of 15 to 20 percent. However, it's clearly important to bear in mind that sales prices in key markets, particularly in silicon and ferrosilicon, have been at or close to all-time low levels. And as such, we believe that LKM's EBTA is clearly supported and held up by good operational performance and strong underlying cost positions. There were no particular one-offs affecting the EBTA in this quarter. As usual, we have provided an overview of some of the main financial numbers and ratios on this slide. I will certainly not go into detail on all of them, but it is important to note that the silicones division has been reclassified as discontinued operations and assets held for sale. And as you know, now we are announcing this transaction. But silicones has been a part of Elkem's structure during the quarter, and the division is affecting Elkem's key financial numbers. And for that reason, we will mainly focus on the financial numbers for the group, including silicones. In the table to the right, you can see comparable figures, however, for Elkem with and without silicones. Including silicones, the group EBTA was 890 million NOK and the realized effects from the currency hedging program was minus 21 million NOK reported in segment other. Other items amounted to minus 68 million NOK and the main items were gains on power and currency derivatives. of plus 64 million and restructuring expenses of minus 20 million NOC and other items of minus 111 million NOC, mainly consisting of dismantling and environmental expenses. Net finance expenses were minus 192 million NOC, the main items were net interest expenses of minus 130 million NOK and currency losses of minus 48 million NOK. We have been able to reduce the interest expenses from minus 187 million NOK in the same period in 2024. Income tax was positive with $6 million knocked due to tax deductions and changes in the tax losses carried forward. So let's then take a look at the divisions and we start with the silicon products. The silicon and per silicon market clearly remain difficult with low sales prices. And this is also affecting the divisions result in the fourth quarter. Total operating income amounted to 3.2 billion NOK for the quarter. which was a reduction of 14% from $3.8 billion in the fourth quarter of 2014. The reduction was largely due to lower sales prices, particularly for silicon and ferrosilicon. The EBITDA amounted to 294 million NOC, which was a significant reduction of 53% from the fourth quarter last year. And the reduction is also here, primarily driven by lower sales prices, but this is then partly balanced by lower raw material costs and higher sales volumes. The specialty segments, particularly foundry alloys and the materials maintain strong performance also this quarter due to Elkem's very strong market positions. Sales volume was 8% higher compared to the fourth quarter last year and we had a higher sales volumes across all product lines. The carbon solution division has presented extraordinary good results over a long period and continue to deliver good margins. However, this quarter was impacted by lower sales volumes. The operating income came in at 735 million NOC, which was down 20% from the fourth quarter last year. EBITDA amounted to 174 million NOC. which is a reduction of 38% from the corresponding quarter in 2024. But the reduction in operating income and EBITDA can be explained by decline in sales volumes. We have also seen a reduction in sales prices, but this has been partly offset by extraordinary cost improvements. Sales volume was down 11% compared to fourth quarter last year. The silicones division, where the majority now is being sold to Bluestar, has delivered improved results in the fourth quarter, mainly due to cost improvements. Total operating income was 3.6 billion NOK, that's down 14% from the fourth quarter last year. and the decline is primarily due to lower commodity sales prices during the quarter. EBITDA on the other hand improved by six percent from the corresponding quarter last year and it reached almost 400 million NOK. The decline in sales prices and sales volumes was more than offset by good cost reductions and lower raw material costs. Sales volumes was down 3% compared to the fourth quarter last year, and this is mainly due to lower commodity sales across the geographical regions. Let's now have a look at some of LKM's key financial ratios. The earnings per share EPS was negative with 0.21 NOK per share in the fourth quarter and that brings the EPS year-to-date to minus 1.05 NOK for the year. We are of course not satisfied with this, but clearly the EPS has been negatively impacted by net losses from the silicones division, which we are now selling. If we exclude silicones from the 25 numbers, Elkem's EPS for the full year would have been plus 0.61 NOC per share. The balance sheet remains very solid and total equity amounted to 24 billion NOK by the end of 2025 and that equals an equity ratio of 51%. By the end of the fourth quarter, LKM had a net interest bearing debt of 11.9 billion NOK, and this gives a debt leverage ratio of 3.5 times, based on last 12 months EBITDA. The sale of the silicones division will impact LKM's equity and debt, and we will revert to that later. The equity will be reduced by share redemption and the net debt will also be reduced from 11.9 billion NOK to 9.8 billion NOK as Blue Star will take over 2.1 billion NOK of the debt. This will then increase LKM's leverage based on pro forma numbers. But the plan will be or is to raise additional equity and conduct a refinancing of the main bank facilities after closing of the silicones transaction. As I said, we will get back to more details on this under the presentation of the silicones transaction. As mentioned in the previous quarters, Elkem's focus has been on cash generation and disciplined capital spending in response to the very challenging market conditions that we are experiencing now. And we have delivered on our promises. In the fourth quarter, the cash flow operation was plus 829 million NOK, a clear improvement compared to previous quarters. And this is explained by lower capex and positive working capital changes. In the fourth quarter, total investments were down to 674 million NOK. Reinvestments were down to 530 million NOK, which amounted to 75% of depreciation for the quarter. And for the full year, reinvestments amounted to 1.5 billion NOK. which equals 58% of depreciation. Strategic investments were moderate, 145 million NOK in the fourth quarter, taking the total number to 328 million NOK for the full year. So let me wrap up this presentation by summarizing the main headlines and takeaways. First of all, trade regulations and protective measures are likely to continue affecting Elkem's markets. Elkem is, however, very well positioned due to strong market and cost positions and a diverse business model. Silicate Products is still facing weak demand. but the division is benefiting from cost improvements and higher ferro-silicon prices after the implemented EU safeguard measures. Carbon Solutions benefits from good cost positions and a geographically diverse customer base, and clearly the division is excellently positioned when there is a market recovery. Our silicones business delivered further profitability improvements in the fourth quarter and is well positioned if current price levels are maintained. As I said, the board has proposed not to distribute dividend for 2025 and this is due to the share redemption in connection with Elkem's sale of the silicones division. So then I think that summarizes the Q4 presentation, and then I hand the word back to Olga. Thank you.
Okay, that concludes the presentation of the fourth quarter results. So thanks to Helge and Morten for taking us through the results and the presentation. We will now go on to present the divestment of the silicones division and CEO Helge Olsen and Morten Riga will then take us through the rationale for the transaction, the structure and the approval process for the contemplated divestment and we will then open for Q&A after this part of the presentation. So with that I'll give the word back to you Helge.
It's been a quite long process. It's now about a year since we announced the strategic review to sell Silicon's division. And we are very satisfied to present to you today a transaction that we think will benefit all our stakeholders. Before going into the details of a transaction, I'd like to put this into a historic perspective. Transformational changes are not new to Elkem. In the company's long history, dating back to 1904, continuous portfolio optimization has been part of the course. In order to adapt to new market environments, seize growth opportunities, consolidate the market or gain more financial room to maneuver. We have on this slide illustrated some of the major transactions that have shaped this company over the years and made it to what it is today. The current chapter that we are about to close started in 2011 with Bluestar's acquisition of Elkem from Orkla. During Bluestar's ownership, Elkem has had a strong development in product diversification, and not at least in revenue growth. We have quadrupled the revenue in that period. We've strengthened our market positions. We have emerged as a more cost-effective company than we were back in 2011. And we've also invested significantly in expanding and upgrading our facilities. Just in Norway alone, we have invested more than 10 billion Norwegian kroner over the last 10 years, which makes us the European silicon major. And we play a critical role in strategic value chains. It's been a very exciting journey. I've been part of it myself, personally. Taking over Bluestar's global silicones business, headquartered in France. We took the first part in 2015. And then the silicones business in China in connection with the IPO in 2018. And obviously that's a particular highlight when Brewster relisted Elkem on the Oslo Stock Exchange in 2018 after the Orkla takeover. where Elkem was delisted in 2005. And we had actually been listed since 1913 when Orkla delisted the company. So we have a long history here in Oslo on the stock exchange. And significant achievements have been made and we are proud of that. Today, Elkem is a fully integrated silicon-based manufacturer, all the way from quartz mining to high-end downstream applications in silicones. The company has global positions, and each of the three divisions are major players within their respective industries and markets. Silicon products, being a global producer and provider of silicon, ferro-silicon, and a number of specialty products derived from that starting point. Carbon Solutions is a leading producer of electrode paste and specialty products for the metallurgical industry. And Silicones, which will now be sold to Bluestar, is also a fully integrated silicones manufacturer with focus on specialties and strong global positions. So combined, our divisions have leading cost and market positions delivering and have delivered strong results over the cycle with a geographically resilient and diverse business model. And I think we should also underline that Elkem is a supplier of critical materials to the green and digital transitions with a strong focus on sustainability. And of course these efforts will continue regardless of the transaction being announced today. So with such a successful development, I guess the obvious question is why do we undergo such a significant transformation now? And I would say, first of all, it is related to growth potential. And the fact that the current structure and financial capacity of Elkem is not adequate to support the growth opportunities that we see for Elkem's business portfolio going forward. We have number one positions in carbon materials, in silicon, in foundry alloys, micro-silica. And a sale of the silicones division will now ensure a better capital allocation in order to accelerate organic growth and also enable us to pursue attractive M&A opportunities within these business areas. It will also leave Elkem with more resources for innovation and improve the prospects to strengthen our financial profile through reduced volatility and lower capital intensity. In short, we believe that this transaction will put us in a significantly stronger position to develop these two divisions. The fact that Bluestar will take full ownership of silicones through this transaction, we also think will significantly improve the future opportunities for the silicones division. It will enable access to a significant investment capacity that would not have been possible in the Elkem structure. In addition, silicones will benefit from deep strategic synergies within a global chemicals major with improved ability to innovate across the whole value chain. Silicones will also be in a better position to adapt to local market dynamics and accelerate growth in specialty products and in key global markets. So in short, we are confident that this agreement with Bluestar delivers the most favorable outcome for Elkem's employees, shareholders and other stakeholders. While we position ourselves with the remaining metals and materials division and the silicones division for future growth. This is an overview of the transaction structure and the timeline. So Elken will sell the majority of the silicones division to Bluestar. The sale includes all silicones assets, excluding Yongdeng. It's a silicon metal plant in China. Roussio, which is an upstream silox plant in France. And India, a small downstream facility in silicones. The transaction will be settled through the redemption of all of Bluestar's 338 million shares in Elkem. There will be no cash payments by Elkem nor Bluestar. The minority investors, which today have 47.1% of the shares, will then assume 100% control of the listed company, Elkem ASA. And through the contemplated transaction, Elkem and Bluestar will solve important long-term strategic goals regarding development and ownership. The transaction is conditional upon shareholders' approval at an extraordinary general meeting, waivers and approvals from lenders and other customary approvals. We have obtained pre-commitment from Folketryg Fondet, Must Invest, AS, D&D Asset Management, Nordea Investment Management and Perestroika to vote in favor of the transaction. These investors have also underwritten 1.5 billion equity capital raise. Elkem will call for an EGM today. The EGM is expected to take place on the 9th of March and we will seek lenders approval of the transaction before the EGM. After a six-week formal creditor process, the closing is then expected to take place by the end of April. We are planning to arrange a capital markets update after the summer to present our plans and strategy for the company going forward. Where are we now? Are you taking over now? This is my last slide. I think this slide summarizes the outcome of the contemplated transaction. So upon completion, Bluestar will be the owner of all Silicon's assets except the units that will be retained by Elkem. And since 2018, Silicon's share of EBITDA has been 32%. while the share of EBIT has been negative. The divisions that will constitute Elkem going forward have since 2018 represented 68% of EBITDA of more than 100% of EBIT by offsetting the losses from silicones. The performance since 2018 demonstrates the potential to strengthen Elkem's financial profile going forward through improved earnings. Yeah, I think, Morten, you can take the rest. Sure. Let's share the burden of this very nice presentation.
Share the pleasure, I would say. Certainly, it's a magnificent day in the history of Erkin, so I'm very happy to continue. So the settlement of the transaction will be made through redemption of all Bluestar's shares in Alchemy ASA. The decision is subject to two-thirds vote by minority shareholders at the upcoming EGM on the 9th of March. And the minority shareholders will then effectively exchange the 47.1% they hold in the sold silicones assets with Blue Star's 52.9% in the remaining LKM. Bluestar will not hold any shares or have any formal roles in LKM after completion of this transaction. And a new board of directors will be elected in connection with the closing of the contemplated transaction. So what is new LKM all about? Well, after the transaction, LKM will consist of silicon products and carbon solutions. And this will certainly then result in a much more focused pure play metals and materials company. The Silicon Products Division has 12 main production sites all around the world and has delivered an average EBITDA margin of 22% from 2018 to 2025. Carbon Solution also has a global business model with six main production sites. which have delivered an average EBITDA margin of 27% over the same period. So Elkem will remain a global player with plants all over the world and clearly with number one positions within these two business areas and with very strong and resilient value chains. We will certainly continue to focus on innovation and customer support with strong R&D centers as an embedded part of our value chain. And we believe that this will be even more important going forward due to increased focus on supply chains and the secure supply of critical materials. We also have very strong positions in terms of renewable energy and energy efficiency. And we also believe that this will be a strong competitive advantage going forward. In this transaction, we will keep three of the silicones plants, which will not be sold to Bluestar. The Rosio upstream silicones plant in France will serve as a prolonged part of the upstream silicon metal value chain and as such it will secure demand for our production in Norway. For India, which is a very small business, and for Yongdeng, which is a silicon smelter in China, but belonging to the silicones division, we will explore other alternatives and we will get back to that in due time. This slide contains a profile of the new structure's historical financial performance. I will certainly not go into detail on all these numbers, but you will see that the historical performance has been volatile, as the markets have been volatile. But we have delivered profitability, which is clearly above the average profitability of Elkem Group in the same history. Since Elkem was IPO back in 2018, the remaining business that we will keep has represented 55%. of the group revenue, but it has also represented 67% of the EBITDA and as a matter of fact it has represented more than 100% of the historical group EBIT. So we believe that it is a very good part of the portfolio that we are bringing further. And that means that we will have a stronger and more profitable Elkin going forward. And we will certainly also focus a lot on cash flow generation based on very good underlying market and cost positions. As mentioned previously in our presentation, we believe that Elkem's positioning will be significantly improved after the transaction. Going forward, the operational and business focus will be on our number one positions in silicon products and carbon solutions. And these divisions have demonstrated a very strong ability to deliver solid profitability throughout the cycle with an EBITDA approaching 20% since 2018 and with a strong cash flow generation. So where do we stand today? We, certainly LKM's remaining divisions, we have gone through a cyclical trough in terms of turnover. Yet we have still delivered profitability and good cash flow throughout 2025. And we clearly believe that with the completion of this transaction, we are very well positioned to deliver increased turnover, higher earnings over time. From 2018 to 2025, silicon products and carbon solutions together have delivered on an average an EBITDA of around 4 billion NOK throughout the cycle, which is significantly higher than the 2025 numbers. Compared to 2025, we expect a gradually improving market in 2026. And over time, we expect that we should at least be back in line with historical earnings at the minimum. Based on the current outlook, we anticipate an underlying top line growth of more than 10% in 2026 compared to 2025. This is driven by a better mix and higher volumes. Our relative competitiveness versus competitors in our main markets is stronger than ever before. And we are confident that we will gain market shares with good profitability. Higher prices should certainly provide the company with strong operating leverage and also based on today's cost base. Historically, rising revenues have led to increased margins, which is natural given higher volumes and prices. In addition, we have a long track record and we will continue with that of achieving significant cost improvements in our core business model. And we plan to return to the market with specific cost cutting measures over the coming quarters as we will streamline the new organization. One of the important factors in the transaction is that we will also significantly reduce our capital intensity through the sale of silicones, which has clearly been the most capital intensive part of our portfolio. We expect for the new portfolio around 1 billion NOK in ongoing annual investments, and that is clearly significantly below the average level during the last five years. And this also should enable a higher return on capital employed going forward than the historical numbers. In line with our strategy of being a well capitalized company throughout the cycle, We have also decided to raise new equity from solid investors upon completion of the transaction. We're very happy to see the good support from current shareholders, and we believe that our new financial process would give a stronger resilience than the historical Elkin. So even though the markets remain for the time being challenging and uncertain, we believe that we are in an excellent position to deliver profitable operations, good cash flow, even under quite challenging conditions. And over time, as illustrated, we are also comfortable that we have a position that can deliver results at least in line with our historical performance. I should be humble about timing. Normalization, full normalization, will probably take some time. And our markets will keep fluctuating. But as the markets will settle, we are very well positioned to deliver strong revenues and profitability. And as I said, we will certainly focus on maintaining a strong and efficient balance sheet over time. And we will also in the future get back to delivering attractive dividends to the shareholders when the time is right. Finally, I think it's also worth mentioning that the transaction and the streamlining of LKM in the coming years will enable profitable expansion and growth. And once the transaction is completed, as we said, we will also then after the summer vacation get back with a capital markets update, elaborating more on our future financial targets and strategic priorities. As we said, the sale of the silicones division is settled by share redemption with no cash payments. We're planning an equity issuance following the closes of the contemplated transaction to ensure a robust and efficient banner sheet. And a number of key current investors have already fully underwritten a 1.5 billion NOC equity capital increase. And with this capital increase, the new pro forma leverage will be 3.6 times based on the last 12 months EBITDA. The equity capital raise is subject to certain terms and conditions to be completed following the clauses of the contemplated transaction. But what's important from the company's perspective is that there is no uncertainty related to the equity raise and to the financial position of the company going forward. We believe this will be a very strong structure. And certainly our target is to maintain a strong credit position and a flexible balance sheet qualifying for investment grade. The transaction is conditional upon approval from certain LKM lenders and the waiver and approval process is now being initiated. After transaction closing we plan then to conduct a full refinancing of main credit and loan facilities and we will get back with more information on that in due time. So then a few words about the approval process from the minority shareholders. The contemplated transaction is conditional upon the approval by Elkem's general meeting. We will then call for an extraordinary general meeting today to be held on the 9th of March to approve the contemplated transaction and the redemption of Bluestar's shares in Elkem. Bluestar will not vote on the agenda items relating to approval of the contemplated transaction as they are part of the transaction. But Folketrygfonden, Mustinvest, D&D Asset Management, Nordea Investment Management and Per Stoica have pre-committed to vote in favor of the share purchase agreement. And that is representing approximately 30% of the eligible voting capital for this matter. And as I also said, these investors have collectively underwritten 1.5 billion NOK in new equity capital subject to market terms. The board of directors in Elkim will certainly also ensure to take into consideration other minority shareholders in relation to the equity capital raised. With respect to the share redemption, Bluestar is entitled to vote and has undertaken to vote in favor. Hence, shareholders holding 67% of the share capital eligible to vote on that item have undertaken to vote in favor of the share redemption at the EGM. And subject to being approved by or subject to approval by the EGM and other closing conditions where there are really no major ones, the contemplated transaction is expected to close late April or early March this year. May, thank you Helge. Elkem's management and the independent board have thoroughly assessed available options in a long time before entering into these or into exclusive negotiations with Bluestar and we clearly believe that this is the best option and it's a very good solution. To safeguard the interests of the minority investors and LTM, the Independent Board has also obtained a fairness opinion from D&B Carnegie, which has concluded that the contemplated transaction is fair from a financial point of view when considering the valuation from the perspective of the Independent Board and its shareholders. So to summarize, we certainly believe that this transaction will be beneficial to all stakeholders and it will position Elkem as a focused pure play number one metals and materials company. This will certainly allow us to pursue tailored strategies aligned with our division's unique strengths and market positions. Elkem post the transaction will hold leading positions within operations, technology, market, product, technology, etc. We will continue to have attractive positions in all relevant geographies and we clearly also see potential value accretive M&A opportunities when the timing is right. As a supplier of critical materials to the green and digital transformation, we have developed strong customer relations based on very capable in-house R&D resources. And we will continue to strengthen that going forward and make sure that it's sustainable, both from a financial and an environmental point of view. As I said, Elkem's target is clearly to maintain a robust financial profile over the cycle with a very strong focus on solid cash conversion. And we believe that this will, over time, provide the necessary flexibility for growth and development of the company. So I guess that concludes our presentation, and then I'm happy to leave the word back to Olga again, who will facilitate the Q&A session. Thank you very much.
Thank you for that, Morten. We will then open up for Q&A. We have received some questions on the webcast, including some on email. But since there are a few people present here today, I would like to take the opportunity to see if there are any questions from the audience. And the best solution is probably if you just say the question, and then I'll repeat for the webcast. So please feel free. If there are no questions from the audience, we'll take a few of the questions that are on the webcast. And the first question is related to the Rosio and the part of the silicones assets that are not part of the transaction. And questions are what is EBITDA for the silicones part that are not part of the transaction, where obviously the Rosio plant is the main item. What was that in 2025? I mean the part of EBITDA that we are not selling to Blue Star.
This has been an integrated part of the silicones operations in France. Obviously, we have looked at what it's going to look like going forward, but I don't think we have a specific number on 2025 EBITDA.
No, you're absolutely right. This has been an integrated part of the silicones business in France, so we don't have a precise number on that. we believe that we will have a neutral to positive profitability going forward.
I should add that to keep that asset obviously gives us a very stable outlet for silicon metal and value uplift on silicon metal into the European market. It's also very important for Bluestar to have a stable source of silox for their downstream operations. And we have entered into a long-term agreement that I think will be very beneficial for both parties.
And then we have a question related to debt and EBITDA, and where do we see the net debt to EBITDA for the remaining LKM after the 1.5 billion equity raise?
Well then we will be at a net interest bearing debt of approximately 8.3 billion NOK and as I said we will be at approximately 3.6 times EBITDA on a leverage. There will probably be an additional equity raise which can change or lower that also somewhat. Our target is clearly to generate cash flow going forward, which enable a further deleverage of that number.
While we are in two kinds of equity rates, there is also a question about the agreed equity price issue or the conditions of the equity offering, if you are able to provide any Further details on that?
More details on that will be provided later. I think the important issue today is that we have underwritten 1.5 billion NOK in new equity. Very happy with the support from major shareholders, which clearly see this as a very good and attractive investment. And then we will provide more details on the structure and terms later in the process.
We have also received a question on the price exchange between Elkem and Bluestar and therefore the implied EV of the sold assets.
Yeah, that's a good question. I think we have provided... all the relevant information and of course there are many ways to regard this. From our perspective what's important is that we clearly believe that this is very attractive seen from the minority interests and from the company's perspective. I think that has also been confirmed by by opinions made by ABG and by D&B Carnegie. And as I also said, the important thing is that we now have secured a very, very good business structure for the future of Elkem and also a very good ownership structure.
Very good. Given the fact that we are seeking to enable the capital allocation to accelerate growth in carbon solutions and silicon products, are there any concrete opportunities that you are assessing?
Definitely, we have been looking at that for a long time, and I think that's a very good topic for the capital markets update that we will come back to in a few months. So let's get past these next milestones with the EGM and the closing of the deal, and then I think that will be a very interesting topic to discuss.
And also the last question goes more into kind of the future and the prospects for 26. We have guided on improved margins and results for 26 and the question if we can elaborate a little bit on what is market related and what is cost efficiency related when it comes to that improvement.
I don't think we should go into those details on that now, but obviously we are now reducing Elkem's organization, simplifying the business model. And it's a very good opportunity to streamline organizations. So we have already been working on that for a while. So there will definitely be taking measures to reduce costs through efficiency improvement. And then regarding the market, I think we're positive on the outlook. I think Q1, I mean, we have said there's still a lot of uncertainty. We don't guide beyond Q1. I think Q1, you can expect that to be in line with Q4. And then we are positive going forward.
Thank you very much. I don't have any further questions, and there doesn't seem to be any from the audience, so that concludes our presentations here today. So thank you very much for attending, and thank you to Helge and Morten for taking us through the two presentations.
Thank you.