8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2019

________________________________________________________

________________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	001-36272	37-1744899
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Centrepark Boulevard Suite 210 West Palm Beach, Florida	33401
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   (561) 207-9600

Not Applicable

________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Arysta Stock Purchase Agreement

As previously announced, on July 20, 2018, Platform Specialty Products Corporation (“Platform”) entered into a Stock Purchase Agreement (the “Agreement”) with UPL Corporation Ltd., a Mauritius public limited company (“Purchaser”) and a wholly-owned subsidiary of UPL Limited, pursuant to which Platform agreed to sell to Purchaser 100% of the issued and outstanding shares of common stock of Arysta LifeScience Inc., a Delaware corporation and a subsidiary of Platform, which operates Platform’s Agricultural Solutions business segment (“Arysta”).

On January 25, 2019, in connection with the anticipated closing of the transaction contemplated by the Agreement, the parties, together with Arysta, UPL NA Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“US Purchaser”), Arysta Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of US Purchaser (“Merger Sub”) and, solely for certain limited purposes, MacDermid Agricultural Solutions Holdings B.V., a Dutch entity and a wholly-owned subsidiary of Arysta (“MASH BV”) and UPL Do Brasil Industria e Comercio de Insumos Agropecuários S.A, a Brazil entity and a wholly-owned subsidiary of the Purchaser (“Brazil Purchaser”), entered into Amendment Number One to the Agreement (the “Amendment”) in order to give effect to, among other things, (i) the assignment by Purchaser of its right to acquire Arysta under the Agreement to US Purchaser, (ii) US Purchaser’s desire to effect the acquisition of Arysta through a merger of Merger Sub with and into Arysta, with Arysta surviving the merger and becoming a wholly-owned subsidiary of US Purchaser (the "Merger"), (iii) the separate purchase by Brazil Purchaser, prior to the Merger, of Arysta LifeScience do Brasil Indústria Química e Agropecuária SA, a Brazilian subsidiary of Arysta currently owned by MASH BV, and (iv) certain pre-closing internal restructuring transactions by subsidiaries of Arysta.

The foregoing summary of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.

Cross-currency Swap Transactions

On January 24, 2019 and January 25, 2019, Platform entered into cross-currency swap transactions (the "Swaps") with certain banks included in the syndicate of its previously-announced $750 million term loans (the "Term Loans") and $330 million revolving credit facility (each, a "Hedge Counterparty" and collectively, the "Hedge Counterparties"). The Swaps, which are governed by the provisions of the ISDA Master Agreements (including schedules thereto and transaction confirmations that supplement such ISDA Master Agreements) entered into between Platform and each of the Hedge Counterparties (each, a "Swap Agreement" and collectively, the "Swap Agreements"), enable Platform to effectively convert the Term Loans, a U.S. dollar denominated debt obligation, into fixed-rate euro-denominated debt. Under the Swap Agreements, Platform will be obligated to make periodic euro-denominated coupon payments to the Hedge Counterparties on an aggregate initial notional amount of €662 million, in exchange for periodic U.S. dollar-denominated coupon payments from the Hedge Counterparties on an aggregate initial notional amount of $750 million. Each Swap matures on March 31, 2024.

Item 2.02. Results of Operations and Financial Condition.

On January 28, 2019, Platform issued a press release announcing preliminary unaudited financial results for the three and twelve months ended December 31, 2018. In connection with the upcoming closing of the Arysta Sale (as defined under Item 5.02 in this Current Report on Form 8-K), Platform also announced a leadership transition and 2019 financial guidance for Element Solutions Inc, the anticipated new name of the company following the closing of the Arysta Sale. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of Platform, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 2.03. Creation of a Direct Financial Obligation.

The information under "Cross-currency Swap Transactions" in Item 1.01. of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2019, Platform’s board of directors (the “Board”) approved the retirement of Rakesh Sachdev as Platform’s Chief Executive Officer, and the appointment of Benjamin Gliklich, age 34, currently Executive Vice President - Operations & Strategy, to the role of Chief Executive Officer of Platform, each effective on the closing date of the previously-announced sale of Platform’s Agricultural Solutions business (the “Arysta Sale”), expected to be January 31, 2019 (the “Closing Date”). On January 25, 2019, Mr. Gliklich was also elected to serve as a director of Platform, effective on the Closing Date, following approval by the Board of an increase of the size of the Board from seven to eight members, contingent on the closing of the Arysta Sale. Mr. Sachdev will also remain a member of the Board. Neither Mr. Gliklich nor Mr. Sachdev was appointed to any Board committee at this time.

Additionally, on January 25, 2019, the Board approved the appointment of Scot R. Benson, age 56, President of Platform’s Performance Solutions segment since 2015, as Platform’s President and Chief Operating Officer, effective on the Closing Date.

Finally, on January 25, 2019, Martin E. Franklin, age 53, currently Chairman of the Board, has been named Executive Chairman of the Board, effective on the Closing Date.

No changes to the compensatory arrangements of Messrs. Franklin, Gliklich and Benson have been made in connection with their respective appointments at this time.

Mr. Franklin’s biographical information is set forth under “Proposal 1 - Elections of Directors” in Platform’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2018, and is incorporated herein by reference. Biographical information with respect to Messrs. Gliklich and Benson is included in Part I, Item 1, “Senior Management of Platform” of Platform’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018, and is incorporated herein by reference.

There is no arrangement or understanding between any of Messrs. Franklin, Gliklich or Benson and any other person pursuant to which either of them was appointed as an executive officer of Platform, and in the case of Mr. Gliklich, a director, effective on the Closing Date. There has been no transaction, or proposed transaction, since January 1, 2018 to which Messrs. Franklin, Gliklich or Benson or any member of their respective immediate families had or is to have a direct or indirect material interest or any other related transaction with Platform within the meaning of Item 404(a) of Regulation S-K. There are no family relationships between any of Messrs. Franklin, Gliklich or Benson and any of Platform’s other directors, executive officers or persons nominated or chosen by Platform to become directors or executive officers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed or furnished herewith:

Exhibit Number	Exhibit Title
2.1	Stock Purchase Agreement, dated as of July 20, 2018, between the Company and the Purchaser. Disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Stock Purchase Agreement, as filed, identifies such schedules and exhibits, including the general nature of their contents. Platform agrees to furnish a copy of any omitted attachment to the SEC on a confidential basis upon request.
2.2	Amendment Number One to Stock Purchase Agreement dated as of January 25, 2019 by and among Platform, Purchaser, Arysta, US Purchaser and Merger Sub.
99.1	Press release dated January 28, 2019 relating to Platform's preliminary estimated unaudited fourth quarter and full year 2018 financial results (furnished only).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLATFORM SPECIALTY PRODUCTS CORPORATION
	(Registrant)
January 28, 2019	/s/   John P. Connolly
(Date)	John P. Connolly
	Chief Financial Officer

EX-2.2

EXHIBIT 2.2

AMENDMENT NUMBER ONE

TO

STOCK PURCHASE AGREEMENT

AMENDMENT NUMBER ONE (this “Amendment”), dated as of January 25, 2019, to the Stock Purchase Agreement (the “Agreement”) made and entered into as of July 20, 2018, by and among Platform Specialty Products Corporation, a Delaware corporation (the “Seller”), Arysta LifeScience Inc., a Delaware corporation and a wholly-owned subsidiary of Seller (the “Company”), UPL Corporation Limited, a Mauritius public limited company (the “Purchaser”), UPL NA Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (the “US Purchaser”), Arysta Acquisition Company, a Delaware corporation and a wholly-owned Subsidiary of the US Purchaser (“Merger Sub”) and, solely for purposes of Article VIII and Sections 10.11 and 11.06 of the Agreement, MacDermid Agricultural Solutions Holdings B.V., a Dutch entity and a wholly-owned Subsidiary of the Company (“MASH”) and UPL Do Brasil Industria e Comercio de Insumos Agropecuários S.A., a Brazil entity and a wholly-owned Subsidiary of the Purchaser (the “Brazil Purchaser”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

WITNESSETH:

WHEREAS, the Seller and the Purchaser have entered into the Agreement, pursuant to which the Seller has agreed to acquire the Company upon the terms and subject to the conditions of the Agreement;

WHEREAS, the Purchaser desires to assign its right to acquire the Company under the Agreement to the US Purchaser, and the US Purchaser desires to effect the acquisition of the Company through a merger of Merger Sub with and into the Company, with the Company surviving the merger and becoming a wholly-owned Subsidiary of the US Purchaser (the “Merger”);

WHEREAS, the Company, the US Purchaser and Merger Sub are executing this Amendment for the purpose of becoming parties to the Agreement;

WHEREAS, on December 28, 2018, the Pre-Closing Internal Transfer (as defined in this Amendment) was completed, as a result of which MASH became the owner of and currently owns 86.98% of the share capital of Arysta Brazil (as defined in this Amendment), which Pre-Closing Internal Transfer was approved and consented to by the Purchaser;

WHEREAS, thePurchaser intends to cause the Brazil Purchaser to acquire all of the shares (representing 86.98% of the share capital) of Arysta Brazil held by MASH prior to the Merger; and

WHEREAS, MASH and the Brazil Purchaser are executing this Amendment for the purpose of Article VIII and Sections 10.11 and 11.06 of the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendment to Section 1.01 (“Certain Defined Terms”) of the Agreement.

(a)Section 1.01 of the Agreement is hereby amended by adding the following definitions in the appropriate alphabetical place to the list of the defined terms:

“Amendment” means that certain Amendment Number One to Stock Purchase Agreement, dated as of January 25, 2019, among the Purchaser, the Seller, the US Purchaser, Merger Sub, MASH and the Brazil Purchaser.

“Arysta Brazil” means Arysta LifeScience do Brasil Indústria Química e Agropecuária SA, a Brazilian entity.

“Arysta Japan” means Arysta LifeScience Corporation, a Japanese corporation and a wholly-owned subsidiary of the Company.

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“Brazil Escrow Account” means the escrow account to be established with the Brazil Escrow Agent pursuant to the Brazil Escrow Agreement.

“Brazil Escrow Agent” means MUFG Union Bank, N.A., a national banking association.

“Brazil Escrow Agreement” means an escrow agreement, to be entered into by and among Arysta Brazil, MASH and the Brazil Escrow Agent, in form and substance to be mutually agreed upon by the Purchaser and the Seller.

“Closing Merger Consideration” means the Estimated Purchase Price minus the Brazil Purchase Price.

“Closing Merger Consideration Per Share” means an amount in cash equal to the quotient of the Closing Merger Consideration divided by the number of Shares issued and outstanding as of immediately prior to the Effective Time.

“Global Escrow Agent” means such bank or other financial institution as the Seller and the Purchaser may mutually agree to be the escrow agent for the Global Escrow Account.

“Global Escrow Account” means the escrow account to be established with the Global Escrow Agent pursuant to the Global Escrow Agreement.

“Global Escrow Agreement” means an escrow agreement, to be entered into by and among the US Purchaser, the Seller and the Global Escrow Agent, in form and substance to be mutually agreed upon by the Purchaser and the Seller.

“Pre-Closing Internal Transfer” means the transfer, on December 28, 2018, by Arysta Japan of all of the shares (representing 72.77% of the share capital) of Arysta Brazil owned by it to MASH, as a result of which MASH became (and currently is) the owner of 86.98% of the share capital of Arysta Brazil.

“Restructuring” means, collectively, the Pre-Closing Internal Transfer, the Brazil Acquisition and the Merger.

“US Closing Payment” means an amount equal to the sum of (i) the Closing Merger Consideration, (ii) the Payoff Indebtedness and (iii) the Estimated Closing Company Transaction Expenses.

2.Amendment to Section 1.02 (“Certain Other Defined Terms”) of the Agreement. Section 1.02 of the Agreement is hereby amended by adding the following terms in the appropriate alphabetical place, which terms have the meanings set forth in the Sections of the Agreement set forth below:

Definition	Location
“338 Election Form”	7.05(a)
“Agreement”	Preamble
“Brazil Acquisition”	2.01(a)
“Brazil Closing”	2.03
“Brazil Closing Date”	2.03
“Brazil Purchase Price”	2.01(a)
“Brazil Purchaser”	Preamble to Amendment
“Cash Collateral”	Exhibit 2.02(a)(vii)
“Certificate of Merger”	2.01(b)
“DGCL”	2.01(b)
“Effective Time”	2.01(b)
“MASH”	Preamble to Amendment
“Merger”	2.01(b)
“Merger Sub”	Preamble to Amendment
“Surviving Corporation”	2.01(b)
“US Purchaser”	Preamble to Amendment

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3.Amendment to Section 2.01 (“Purchase and Sale”) of the Agreement. Section 2.01 of the Agreement is hereby amended and restated in its entirety as follows:

SECTION 2.01. The Transactions. Upon the terms and subject to the conditions of this Agreement, the acquisition of the Acquired Companies by the Purchaser will be effected as follows:

(a) Purchase and Sale of Arysta Brazil. On the Brazil Closing Date, the Seller will cause MASH to sell, assign, transfer and convey to the Brazil Purchaser, and the Purchaser will cause the Brazil Purchaser to purchase, acquire and accept, all of the shares (representing 86.98% of the share capital) of Arysta Brazil held by MASH (the “Brazil Acquisition”), pursuant to a share purchase agreement substantially in the form of Exhibit A to this Amendment (the “Brazil SPA”). Not later than four (4) Business Days prior to the Brazil Closing, the Purchaser shall prepare, or cause to be prepared, and deliver to the Seller a statement, certified by an appropriate officer of the Purchaser, setting forth the Purchaser’s calculation of the US Dollar amount (based upon the World Market Reuters (WM/R) 4pm (11am EST) fix on the date of such calculation) to be paid by the Brazil Purchaser in the Brazil Acquisition (the “Brazil Purchase Price”).

(b) Purchase and Sale of the Company.

(i) The Merger. After the completion of the Brazil Acquisition, but in any event on the Closing Date, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the Purchaser will cause Merger Sub to merge with and into the Company (the “Merger”), the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger as a wholly-owned Subsidiary of the US Purchaser (the “Surviving Corporation”). The Purchaser will cause a certificate of merger (the “Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware on the Closing Date in accordance with the relevant provisions of the DGCL and the terms of this Agreement. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or such later time as the parties may agree and specify in the Certificate of Merger (the “Effective Time”). The Merger will have the effects set forth in this Agreement and the relevant provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises and authority of the Company and Merger Sub will vest in the Surviving Corporation and all debts, liabilities and obligations of the Company and Merger Sub will become the debts, liabilities and obligations of the Surviving Corporation.

(ii) Certificate of Incorporation and By-Laws of the Surviving Corporation. At the Effective Time, (A) the certificate of incorporation of Merger Sub will be the certificate of incorporation of the Surviving Corporation except that the name of the Surviving Corporation shall be “Arysta LifeScience Inc.,” until thereafter amended in accordance with its terms and as provided by applicable Law, and (B) the amended and restated by-laws of the Company will be the by-laws of the Surviving Corporation, until thereafter amended in accordance with their terms and applicable Law.

(iii) Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the Surviving Corporation.

(iv) Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or their respective stockholders, (A) each Share will be cancelled and extinguished and be converted into the right to receive the Closing Merger Consideration Per Share, without interest, payable to the holder of the Shares, and (B) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

4.Amendment to Section 2.02 (“Payments at Closing”) of the Agreement.

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(a)Section 2.02(a) of the Agreement is hereby amended by replacing the part of the sentence before clause (i) with the following:

“For purposes of this Agreement, the purchase price (the “Purchase Price”) means an amount equal to:"

(b)Section 2.02(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c)

(i) (A) On the Business Day immediately preceding the Brazil Closing Date, the Purchaser shall deposit the Brazil Purchase Price into the Brazil Escrow Account, to be held by the Brazil Escrow Agent pursuant to the terms of this Agreement and the Brazil Escrow Agreement and (B) prior to the Brazil Closing, the Purchaser shall deposit the US Closing Payment into the Global Escrow Account, to be held by the Global Escrow Agent pursuant to the terms of this Agreement and the Global Escrow Agreement.

(ii) At the Brazil Closing, the Purchaser and the Seller shall instruct the Brazil Escrow Agent (in accordance with the terms of the Brazil Escrow Agreement) to release the Brazil Purchase Price to MASH, by wire transfer of immediately available funds to the account designated by the Seller, which Brazil Purchase Price, immediately following its receipt by MASH, shall be used to repay certain Payoff Indebtedness, as directed by the Seller.

(iii) At the Closing, (A) the US Purchaser and the Seller shall instruct the Global Escrow Agent (in accordance with the terms of the Global Escrow Agreement) to release the Closing Merger Consideration to the Seller, by wire transfer of immediately available funds to the account designated by the Seller and (B) the US Purchaser and the Seller shall instruct the Global Escrow Agent (in accordance with the terms of the Global Escrow Agreement) to release the Payoff Indebtedness (other than the Payoff Indebtedness satisfied by MASH pursuant to clause (ii) of this Section 2.02(c)) and the Estimated Closing Company Transaction Expenses, by wire transfer of immediately available funds, in each case, in accordance with the applicable payoff letters and invoices related thereto and delivered by the Seller to the Purchaser at least three (3) Business Days prior to the Closing.

(iv) If the Brazil Closing shall not have occurred on or prior to February 4, 2019, the US Purchaser and the Seller shall immediately deliver a joint written instruction to the Global Escrow Agent to return the US Closing Payment to an account or accounts specified by the US Purchaser.”

5.Amendment to Section 2.03 (“Closing”) of the Agreement. Section 2.03 of the Agreement is hereby amended and restated in its entirety as follows:

“SECTION 2.03. Brazil Closing and Closing. Upon the terms and subject to the conditions of this Agreement, (a) the closing of the Brazil Acquisition (the “Brazil Closing”) shall take place on January 30, 2019 or on such other date as the Seller and the Purchaser may mutually agree upon in writing, but in any event prior to the Closing (the “Brazil Closing Date”) and (b) the closing of the Merger (the “Closing”) shall take place on January 31, 2019 or on such other date as the Seller and the Purchaser may mutually agree upon in writing, but in any event on the next Business Day immediately following the Brazil Closing (the date of such Closing being the “Closing Date”), provided that the conditions to the obligations of the parties hereto set forth in Section 8.01 and Section 8.02 shall have been satisfied or waived on or prior to the Brazil Closing (but subject to ýSection 8.03); provided, further, if the Brazil Closing shall have been consummated, the parties shall be required to consummate the Closing as specified above (and any and all conditions to the Closing will be deemed to have been satisfied or waived).”

6.Amendment to Article III (“Representations and Warranties of the Seller”) of the Agreement. The introductory paragraph to Article III is hereby amended by replacing the term “Closing Date” with the term “Brazil Closing Date”.

7.Amendment to Section 5.06 (“Transition Services”) of the Agreement.

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(a)The first sentence of Section 5.06 of the Agreement is hereby amended by deleting the term “sixty (60) days” and replacing it with “ninety (90) days”.

(b)Exhibit B to this Amendment is hereby agreed to be Exhibit A to the Transition Services Agreement.

8.Amendment to Section 5.20 (“Redomicile of Overseas Cash”) of the Agreement. The first sentence of Section 5.20 of the Agreement is hereby amended by inserting “the United States,” immediately prior to “the Netherlands” (in order to include the United States in the definition of a “Cash Redomicile Country”).

9.Amendment to Section 7.05(b) (Section 338 Election) of the Agreement.

(a)Section 7.05(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) The Purchaser and the Seller hereby mutually agree that the Purchaser may make an election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and non-U.S. Law) (collectively, the “Section 338 Elections”), with respect to the actual and constructive acquisition of the Shares of the Company and the Equity Interests of each other Acquired Company that the Purchaser elects, to the extent permitted by applicable Law. The Purchaser, the Seller, and the Acquired Companies shall report the transaction consistent with such Section 338 Elections and shall not to take any action that could cause such Section 338 Elections to be invalid, and shall take no position contrary thereto. Without limiting the foregoing, the Seller shall cooperate with the Purchaser to properly complete, duly execute and timely file any required IRS Form 8023 (and any corresponding state, local or non-US form) within the time period required by applicable Law. In addition, at or prior to the Closing, the Seller shall provide to the Purchaser a duly executed signature page to IRS Form 8023 (and any corresponding state, local or non-US form) (each, a “338 Election Form”) with respect to each Section 338 Election made by the Purchaser. Prior to the due date of each such 338 Election Form, the Purchaser shall (i) cause such 338 Election Form to be duly executed by an authorized person on behalf of the Purchaser; (ii) complete the schedules required to be attached thereto; (iii) provide a copy of such executed 338 Election Form (and any accompanying schedules) to the Seller; and (iv) duly and timely file such 338 Election Form as prescribed by Treasury Regulations Section 1.338(h)(10)-1 or any corresponding provision of state, local or non-US Law.”

(b)Section 7.05(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) Schedule 7.05(b) sets forth the allocation of the Closing Merger Consideration, the Closing Company Debt and other applicable amounts for Tax purposes (the “Purchase Price Allocation”). The Purchaser and the Seller agree that the Purchase Price Allocation is consistent with Section 338 and Section 1060 of the Code and the Treasury Regulations thereunder. The Purchaser and the Seller shall modify the Purchase Price Allocation to reflect any adjustments made pursuant to Section 2.06(d) of this Agreement, indemnification payments made under this Agreement ýor any other amounts treated as an adjustment to the Purchase Price for Tax purposes as mutually agreed upon by Purchaser and Sellers in good faith (and, if applicable, consistent with the prior allocation of similar items). Each party shall prepare and file, and cause its Affiliates to prepare and file, all required Tax Returns on a basis consistent with the Purchase Price Allocation (including any required IRS Form 8883 and any similar state, local or non-US forms) and shall take no position, and cause its Affiliates to take no position, inconsistent with the Purchase Price Allocation on any Tax Return or in any audit or other Action with respect to Taxes or otherwise. In the event that the Purchase Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party of such dispute, and each party shall use commercially reasonable efforts to defend such Purchase Price Allocation in any audit or other Action and not to settle or otherwise dispose of such audit or other Action without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed).”

(c)Exhibit C to this Amendment is hereby agreed to be Schedule 7.05(b) contemplated by Section 7.05(b) of the Agreement as amended hereby.

10.Amendment to Article VIII (“Conditions to Closing”) of the Agreement.

(a)Amendment to Section 8.01 (“Conditions to Obligations of the Seller”), Section 8.02 (“Conditions to Obligations of the Purchaser”) and Section 8.03 (“Delayed Governmental Approvals”) of the Agreement. Sections 8.01, 8.02 and 8.03 of the Agreement are hereby amended as follows

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(i)In the first sentence of each of Section 8.01 and Section 8.02 of the Agreement, the term “Closing” shall be replaced with the term “Brazil Closing”.

(ii)Solely for purposes of Section 8.01(b) and Section 8.02(b) of the Agreement, Exhibit 5.04(iii) of the Agreement is hereby amended by deleting the reference to “Argentina” therefrom.

(iii)The term “Closing” shall be replaced with the term “Brazil Closing and the Closing, as the case may be,” each time it appears in Section 8.03.

(b)Article VIII of the Agreement is further amended by adding a new Section 8.04:

“Section 8.04    Additional Conditions to the Brazil Closing.

(a) Additional Conditions to the Obligations of the Brazil Purchaser. The obligations of the Brazil Purchaser to consummate the Brazil Closing shall be subject to the receipt of (i) a certificate of a duly authorized officer of the Seller acknowledging the fulfilment or waiver of all closing conditions of the Seller set forth in Section 8.01 (other than those conditions that by their nature are to be satisfied at the Closing pursuant to Section 2.05) and (ii) the Global Escrow Agreement, duly executed by the Seller.

(b) Additional Conditions to the Obligations of MASH. The obligations of MASH to consummate the Brazil Closing shall be subject to the receipt of (i) a certificate of a duly authorized officer of the Purchaser acknowledging the fulfilment or waiver of all closing conditions of the Purchaser set forth in Section 8.02 (other than those conditions that by their nature are to be satisfied at the Closing pursuant to Section 2.04), (ii) evidence satisfactory to the Seller of the deposit by the Purchaser of the US Closing Payment in the Global Escrow Account and (iii) the Global Escrow Agreement, duly executed by the Purchaser and the Global Escrow Agent.

11.Amendment to Article X (“Indemnification”) of the Agreement.

(a)Section 10.01 of the Agreement (“Indemnification by the Seller”) is hereby amended by (i) deleting the word “or” at the end of clause (e); (ii) deleting the period at the end of clause (f) and replacing it with “; or”; and (iii) inserting the following additional clause thereafter:

“    (g)    the Payoff Indebtedness or the payoff letter therefor.”

(b)Section 10.02 of the Agreement (“Indemnification by the Purchaser”) is hereby amended by (i) deleting the word “or” at the end of clause (a); (ii) deleting the period at the end of clause (b) and replacing it with “;”; and (iii) inserting the following additional clauses thereafter:

“    (c)    Any Closing Company Debt that is included in the Final Purchase Price (provided that the indemnity contemplated by this clause (c) shall not affect the Seller’s indemnification obligations under Section 10.01 (subject to the limitations and other terms and conditions of this Article X) or the Purchaser’s rights to make claims or seek recovers under the R&W Insurance Policy); or

(d)     (i) other than Taxes, any Losses arising out of or related to the Pre-Closing Internal Transfer or the Brazil Acquisition or (ii) without duplication of Section 7.05(d), cash Taxes incurred by Seller or its Subsidiaries (other than the Acquired Companies) in connection with or as a result of the Restructuring, determined on a “with and without” basis; or

(e)    any Losses arising out of or related to any claim, including any charges of discrimination, retaliation, or unfair labor practices filed with the EEOC and/or other governmental agency, made by or on behalf of any employee of an Acquired Company relating to personnel or employment changes, including terminations, demotions, or promotions, that are announced, disclosed or otherwise undertaken by (1) Purchaser in connection with the Transaction or (2) the Company prior to Closing at the written request of or the written direction of Purchaser.”

(c)Section 10.03(a) of the Agreement is hereby amended by adding the following sentence as a new sentence at the end of that provision:

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“In the event that any Indemnified Party provides an Indemnifying Party with a Claim Notice relating to Arysta Brazil, the Indemnified Party shall include in the Claim Notice a designation of the percentage of the indemnity claim relating to Arysta Brazil.”

(d)Article X is further amended by adding a new Section 10.11 as follows:

“Section 10.11Indemnification in respect of Arysta Brazil. In the event any portion of the indemnification payment payable pursuant to this Article X is in respect of Arysta Brazil, such payment shall be made, in US dollars, by the Seller to the Brazil Purchaser directly, or by the Brazil Purchaser to the Seller directly, as the case may be. FOR THE AVOIDANCE OF DOUBT, FOLLOWING THE BRAZIL CLOSING, NEITHER MASH NOR THE BRAZIL PURCHASER SHALL HAVE ANY RIGHTS, OBLIGATIONS OR REMEDIES UNDER THE BRAZIL PURCHASE AGREEMENT, AND ALL RIGHTS, REMEDIES AND OBLIGATIONS OF THE SELLER, THE PURCHASER AND THEIR RESPECTIVE AFFILIATES (INLUDING THE BRAZIL PURCHASER AND MASH) WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE BRAZIL PURCHASE AGREEMENT SHALL BE SOLELY AS SET FORTH IN THIS AGREEMENT.”

12.Amendment to Section 11.06 (“Entire Agreement”) of the Agreement.

(a)Section 11.06 of the Agreement is hereby amended by (i) adding “(a)” to the beginning of the first sentence thereof and (ii) adding “the Brazil SPA,” immediately after “This Agreement,” in the first sentence thereof.

(b)Section 11.06 of the Agreement is further amended by adding a new clause (b) as follows:

“(b) This Agreement shall be read and interpreted jointly with the Brazil SPA. All matters not fully or expressly covered by the Brazil SPA shall be governed by this Agreement, including but not limited to indemnification, non-compete, non-solicitation, termination and tax and employee matters. The parties shall interpret the provisions of the Brazil SPA and those of this Agreement so that they are consistent with one another. To the extent that there are any discrepancies between the provisions of the Brazil SPA and this Agreement, the provisions of this Agreement shall prevail.”

13.Amendment to Section 5.01 of the Disclosure Schedule. Section 5.01 of the Disclosure Schedule is hereby amended by adding the following:

“Prior to the Closing, the Seller shall be entitled to consummate the Pre-Closing Internal Transfer and the Brazil Closing. Notwithstanding anything in the Agreement to the contrary, such Pre-Closing Internal Transfer and the Brazil Closing (and any activities taken by the Seller, the Company or any of their Subsidiaries), and any changes, effects or circumstance arising or resulting therefrom, shall not (a) be deemed to or result in any a breach of any of the representations and warranties of the Seller contained in the Agreement or (b) be considered in determining whether there has been a “Material Adverse Effect” or a breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect”.

14.Amendment to Exhibit 2.02(A)(VII) (“Specified Adjustments to Purchase Price”) to the Agreement. Exhibit 2.02(A)(VII) of the Agreement is amended by:

(a)amending numbered item 3 on such exhibit by inserting the phrase “and the Cash Collateral” immediately prior to the end of the parentheticals on the second line and the fourth line thereof immediately following “Argentina”.

(b)(i) deleting the word “and” at the end of numbered item 5 on such exhibit; (ii) deleting the period at the end of numbered item 6 on such exhibit and replacing it with “; and”; and (iii) inserting the following additional numbered item thereafter:

“7.    reduced by an amount equal to 50% of the filing fees and other out-of-pocket expenses (including translation costs) associated with the filings contemplated or required by Section 5.04 that were paid in full by Purchaser; providedthat the Purchaser shall have provided the Seller written evidence reasonably satisfactory to the Seller of all such filing fees and other out-of-pocket expenses.”

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(c)adding the following definition in its appropriate alphabetical place to the list of the defined terms following the phrase: “For purposes of this Exhibit 2.02(A)(VII)”:

“Cash Collateral” means all cash of the Acquired Companies used as collateral to guaranty payments under letters of credit or other Indebtedness arrangements.

(d)amending the definition of “Excess Cash” to add the following proviso to the end of the definition:

“; provided, however, that Excess Cash shall not include any Cash Collateral.”

(e)deleting the definition of “Friction Cost” and replacing it with the following definition:

“Friction Cost” means, with respect to each jurisdiction, the withholding and income Tax cost of distributing or transferring Excess Cash (excluding Trapped Cash) from such jurisdiction through the chain of ownership to a Cash Redomicile Country. Friction Cost will be measured (i) taking into account Tax credits and other offsets that the receiving entity is entitled to under applicable Law, if applicable, including Tax credits available in the U.S. computed on a with and without basis and (ii) assuming a distribution or transfer of such Excess Cash (excluding Trapped Cash) to a Cash Redomicile Country identified by the Seller. For the avoidance of doubt, no Friction Cost may occur (or shall be deemed to have occurred) with respect to any Excess Cash that is located in a Cash Redomicile Country as of the Closing Date.

(f)amending the definition of “Trapped Cash” to add the following clause to the end of the definition:

“, or Cash Collateral.”

15.Amendment to Exhibit 5.04 (“Competition Law Filings”) to the Agreement.Exhibit 5.04(iii) of the Agreement is hereby amended by deleting the reference to “Tunisia” therefrom.

16.Defined Terms; References. From and after the date of this Amendment, references in the Agreement to the “Agreement” or any provision thereof shall be deemed to refer to the Agreement or such provision as amended hereby unless the context otherwise requires, and references in the Agreement to the “date hereof” or the “date of this Agreement” shall be deemed to refer to July 20, 2018, and references to “Amendment” shall be deemed to refer to this Amendment.

17.Full Force and Effect. Except as otherwise expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto as if the amendments made hereby were originally set forth in the Agreement.

18.Headings. The descriptive headings of the several Sections of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

19.Miscellaneous.

(a)Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

(b)Counterparts. This Amendment may be executed and delivered (including by facsimile or electronic (including .pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment to be executed by as of the date first written above by their respective officers thereunto duly authorized.

PLATFORM SPECIALTY PRODUCTS CORPORATION

By: /s/ Rakesh Sachdev

Name: Rakesh Sachdev

Title: Chief Executive Officer

ARYSTA LIFESCIENCE INC., for the purpose of becoming a party to the Agreement

By: /s/ Mark Gibbens

Name: Mark Gibbens

Title: Treasurer and Director

UPL CORPORATION LIMITED

By: /s/ Gyaneshwarnath Gowrea

Name: Gyaneshwarnath Gowrea

Title: Director

UPL NA INC., for the purpose of becoming a party to the Agreement

By: /s/ Vicente Gongora

Name: Vicente Gongora

Title: CFO

ARYSTA ACQUISITION COMPANY, for the purpose of becoming a party to the Agreement

By: /s/ Madeline Palac

Name: Madeline Palac

Title: Authorized Officer

[Signature Page to SPA Amendment]

MACDERMID AGRICULTURAL SOLUTIONS HOLDINGS B.V., solely for purposes of Article VIII and Sections 10.11 and 11.06 of the Agreement

By: /s/ Mark Gibbens

Name: Mark Gibbens

Title: Director

UPL DO BRASIL INDÚSTRIA E COMÉRCIO DE INSUMOS AGROPECUÁRIOS S.A., solely for purposes of Article VIII and Sections 10.11 and 11.06 of the Agreement

By: /s/ Rogerio Pereira de Castro

Name: Rogerio Pereira de Castro

Title: CEO Brasil

By: /s/ Maria da Conceicao Guimaries

Name: Maria da Conceicao Guimaries

Title: Diretora de RH

[Signature Page to SPA Amendment]

EX-99.1

EXHIBIT 99.1

Platform Specialty Products Corporation Announces Launch of Element Solutions Inc, Leadership Transition,

2018 Preliminary Results, and 2019 Financial Guidance

• Arysta transaction expected to close on January 31, 2019

• At close, Platform Specialty Products to change its corporate name to Element Solutions Inc and trade under ticker NYSE:ESI, launching new chapter for the Company

• Rakesh Sachdev announces his intention to retire from his current role as Chief Executive Officer, effective at closing, while continuing as a Director on the Board

• Benjamin Gliklich to succeed Mr. Sachdev as the new Chief Executive Officer of Element Solutions Inc, upon closing of the Arysta transaction

• Scot R. Benson to assume role of President & Chief Operating Officer

• Martin E. Franklin to assume role of Executive Chairman and lead the new Office of the Chairman with Mr. Gliklich and Mr. Benson

• 2018 Preliminary Unaudited Net Sales and Adjusted EBITDA from Continuing Operations:

◦ Consolidated FY18 net sales of approximately $1.96 billion, a year over year increase of approximately 4%, or 3% on an organic basis

◦ 2018 adjusted EBITDA in the range of $420 million to $422 million, a year over year increase of approximately 5% at the midpoint

• 2019 Financial Guidance:

◦ Organic net sales growth expected to be 1% to 3%

◦ Adjusted EBITDA growth expected to be 5% to 8% on a constant currency basis

◦ Adjusted EPS of $0.75 to $0.80

◦ Net leverage immediately following the closing of the Arysta transaction expected to be less than 2.4x trailing twelve month adjusted EBITDA

WEST PALM BEACH, Fla., January 28, 2019 -- Platform Specialty Products Corporation (NYSE:PAH) ("Platform" or the "Company") announced today its preliminary unaudited financial results for the three and twelve months ended December 31, 2018. As previously announced, the Company has received all approvals necessary to complete the sale of Arysta LifeScience Inc. (“Arysta”) to UPL Corporation Ltd. (“UPL”) and expects the transaction to close on January 31, 2019. In connection with the Arysta transaction closing, Platform also announced a corporate name change, leadership transition and 2019 financial guidance.

All results presented in this press release are preliminary, unaudited and subject to completion of Platform's year-end financial close process and its audited financial statements as of and for the year ended December 31, 2018. Actual results may differ materially from these preliminary estimates. Unless otherwise specified, these results exclude discontinued operations. Discontinued operations relate to Platform's Agricultural Solutions business, which consists of Arysta LifeScience Inc. and its subsidiaries. On July 20, 2018, Platform entered into a definitive agreement to sell Arysta to UPL for $4.2 billion in cash, subject to adjustments. The Company's continuing operations include the existing senior notes and term loans and the related liabilities and interest expense.

Sale of Arysta LifeScience & New Chapter for Platform Specialty Products

As previously announced, Platform has obtained all approvals necessary to complete the sale of Arysta to UPL and expects the transaction to close on January 31, 2019. The closing of this transaction will start a new chapter for Platform, which will change its name to Element Solutions Inc (“ESI” or “Element Solutions”) and be traded on the New York Stock Exchange under the ticker symbol “NYSE:ESI.” As a part of this change, the Company separated its previously reported Performance Solutions segment in the fourth quarter of 2018 into: Electronics and Industrial & Specialty.

With a less levered, more nimble and more efficient business profile, ESI will continue to focus on organic growth from its core portfolio and will pursue measured opportunistic acquisitions to build its capabilities, technologies and product offerings in its existing and adjacent end-markets.

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Rakesh Sachdev has announced his intention to retire from his current role of Chief Executive Officer of Platform, effective at closing of the transaction, while remaining an active Board member of the Company. Platform’s Board has named Benjamin Gliklich, currently Executive Vice President of Operations & Strategy, to succeed Mr. Sachdev as Chief Executive Officer and to join Platform’s Board of Directors. Element Solutions will be led by Executive Chairman Martin E. Franklin, Mr. Gliklich, and Scot R. Benson, who has been promoted to the role of President & Chief Operating Officer, as members of the new Office of the Chairman.

Preliminary UnauditedFourth Quarter2018Highlights (compared withfourth quarter2017) for Continuing Operations:

• Net sales on a reported basis for the fourth quarter of 2018 were $0.48 billion, a decrease of 2% over the prior fourth quarter period. Organic net sales, which exclude the impact of currency changes, certain pass-through metals pricing, and acquisitions, increased 1%.

◦ Electronics: Net sales decreased 4% to $0.28 billion. Organic net sales decreased 1%.

◦ Industrial & Specialty: Net sales increased 1% to $0.20 billion. Organic net sales increased 4%.

• Adjusted EBITDA for the fourth quarter of 2018 was between $98 million and $100 million, a decrease of ~ 5% based on the midpoint of the range. On a constant currency basis, adjusted EBITDA decreased by ~ 1% based on the midpoint of the range.

◦ Electronics: Adjusted EBITDA was between $57 million and $59 million, a decrease of ~ 8%. On a constant currency basis, adjusted EBITDA decreased ~ 5%.

◦ Industrial & Specialty: Adjusted EBITDA was between $40 million and $42 million, an increase of ~ 1%. On a constant currency basis, adjusted EBITDA increased ~ 5%.

Preliminary Unaudited Full Year2018Highlights (compared with full year2017) for Continuing Operations:

• Net sales on a reported basis for the full year 2018 were $1.96 billion, an increase of 4% over the prior full year period. Organic net sales increased 3%.

◦ Electronics: Net sales increased 3% to $1.16 billion. Organic net sales increased 2%.

◦ Industrial & Specialty: Net sales increased 6% to $0.80 billion. Organic net sales increased 5%.

• Adjusted EBITDA in 2018 was between $420 million and $422 million, an increase of ~ 5% based on the midpoint of the range. On a constant currency basis, adjusted EBITDA increased by 4% based on the midpoint of the range.

◦ Electronics: Adjusted EBITDA was between $247 million and $249 million, an increase of ~ 6%. On a constant currency basis, adjusted EBITDA increased ~ 5%.

◦ Industrial & Specialty: Adjusted EBITDA was between $172 million and $174 million, an increase of

~ 3%. On a constant currency basis, adjusted EBITDA increased ~ 2%.

Preliminary 2019 Guidance

For 2019, the Company expects organic net sales growth of between 1% and 3% and constant currency adjusted EBITDA growth of between 5% and 8%. Based on year-end 2018 exchange rates, the Company anticipates foreign exchange headwinds of approximately 2% to net sales and approximately $15 million to adjusted EBITDA. Adjusted earnings per share is expected to be between $0.75 and $0.80. This expected range benefits from an improved tax rate expectation of 27% vs. the 34% used in 2018.

Management Commentary

Chief Executive Officer Rakesh Sachdev commented, “2018 was a productive year for the Platform business. We achieved meaningful year-over-year organic net sales growth, despite pressure late in the year from demand softness in the Asia region across both electronics and industrial markets. We delivered approximately 3% organic net sales growth in our overall business, and we realized constant currency adjusted EBITDA growth of approximately 4% for the year. Our Electronics business, particularly our Alpha assembly materials product lines, benefited from successful new product launches, but our circuitry business in Electronics was impacted by weak demand in the high-end mobile phone market and a generally weak economy in Asia. Despite these macro challenges, we again proved the resilience of our diversified business lines as our Energy and Graphics operations continued to display strong performance throughout the year. We also made great progress strategically. We entered the non-conductive adhesives market through our acquisition of HiTech Korea during 2018 and created our new MacDermid Alpha brand, a unified electronics-focused business which we believe provides a wider range of solutions for our electronics customers than any of our competitors.”

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Sachdev continued, “The close of the Arysta transaction will represent a major milestone for Platform. Following the closing, we will have achieved the separation we have been working on since 2017 to create a less levered, more nimble and more focused business. We believe ESI is well positioned for profitable future growth and compelling value creation. This is a natural point in the Company’s evolution for me to step back from day-to-day management, while continuing to contribute as a Director, and make room for the next generation of the Company’s leadership. Ben Gliklich is a powerful and effective change maker who, in his several leadership roles at Platform, has driven significant transformation throughout the Company and will make a great CEO. Scot Benson has been a strong and effective business leader for Platform, and he has successfully grown and integrated the Performance Solutions businesses. Ben, Scot and their teams are more than ready to lead ESI and continue the operating momentum we have built together over the past three years. I have tremendous confidence in the Company and look forward to actively supporting its success as a continuing Board Director.”

Chairman Martin E. Franklin commented, “We are excited to be close to entering this next phase for Platform. The sale of Arysta will successfully position ESI for tremendous opportunity as a standalone company. On behalf of the Board, I would like to thank Rakesh for his immensely productive leadership of this Company over the past three years and, in advance, for his ongoing contributions as an active member of our Board. Rakesh delivered and, in fact, exceeded, exactly the goals we outlined together when we first met, and I am thrilled to have him continue as my partner on our Board. We are very excited to announce our new leadership team, and I am personally looking forward to working closely with Ben and Scot to drive this business forward. Ben is the right CEO for ESI. I have watched him drive change, lead teams and persistently pursue positive outcomes for Platform since his first day here. Scot, as President, has the depth of experience in the business and end-market expertise to drive solid operational execution. We are highly confident that our Office of the Chairman leadership approach is the right one to take the Company forward for the benefit of all stakeholders.”

Executive Vice President - Operations & Strategy and Chief Executive Officer designee Benjamin Gliklichadded, “ESI will have terrific businesses, great people and compelling opportunities in front of it. In the time since we announced the sale of Arysta, we have developed and refined our vision and strategy for the Company, which we believe will produce long term value creation for our shareholders and a culture and workplace where our employees and other stakeholders will flourish. As a more focused enterprise with a vastly improved capital structure, we will balance operational excellence and prudent capital allocation. This means investing behind our fastest growing markets, maintaining our leadership in technology and service, and managing costs aggressively, as well as measured acquisitions on an opportunistic basis where we have market expertise and synergies. Similarly, we will consider effective ways to use our strengthened balance sheet to compound shareholder value. I would like to thank Rakesh for his excellent leadership and generous mentorship. It will be an exciting next phase for the Company, and I am eagerly looking forward to continuing to partner with Martin, Scot, the broader team and the Board to create future value for the shareholders of Element Solutions.”

Gliklich continued, “As we look into 2019, we believe ESI has a strong earnings growth opportunity despite a challenged overall market. We expect the weakness in the Asian economy, especially in China, and the deceleration in the global electronics and automotive markets that impacted our 2018 fourth quarter results to persist in 2019. We therefore are guiding towards more modest top-line growth than we experienced in recent years. We are fortunate to have diversification and a margin structure that insulates us in these markets as well as a corporate cost opportunity to help us drive higher earnings growth despite the macro environment. We expect organic net sales growth between 1% and 3%, which we believe will outpace our end-markets, and constant currency adjusted EBITDA growth in the range of 5% and 8%. Given our improved balance sheet and effective tax rate, this growth should translate to strong double digit adjusted EPS growth.”

Conference Call

Platform will host a webcast/dial-in conference call to discuss the Arysta transaction and these other announcements at 8:30 a.m. (Eastern Time) this morning. Participants on the call will include Martin E. Franklin, Chairman, Rakesh Sachdev, Chief Executive Officer; Benjamin Gliklich, Executive Vice President - Operations & Strategy and Chief Executive Officer designee; Scot R. Benson - President & Chief Operating Officer designee; and John Connolly, Chief Financial Officer.

To listen to the call by telephone, please dial 877-876-9173 (domestic) or 785-424-1667 (international) and provide the Conference ID: PAHQ418. The call will be simultaneously webcast at www.platformspecialtyproducts.com.

A replay of the call will be available for three weeks shortly after completion of the live call at www.platformspecialtyproducts.com.

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About Platform

Platform is a leading specialty chemicals company which formulates a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, the Company's innovative solutions enable its customers' manufacturing processes in several industries, including consumer electronics, communication infrastructure, automotive, industrial surface finishing, consumer packaging and offshore oil production and drilling.

More information on Platform is available at www.platformspecialtyproducts.com.

Forward-Looking Statements

This press release is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 as it contains "forward-looking statements" with respect to Platform's preliminary unaudited fourth quarter and full year 2018 financial results, 2019 financial guidance, the timing for completion of the Arysta transaction, and the Company's name change, leadership transition and strategy following this transaction. These statements will often contain words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "can have," "likely," "potential" or "target" and variations of such words and similar expressions. These projections and statements are based on management's preliminary unaudited analysis of its financial results for the fourth quarter and full year 2018 and assumptions based on future events. As of the date of this press release, Platform's has not completed its financial statement reporting process, and therefore the preliminary unaudited results included herein remain subject to completion of Platform's year-end financial close process and its audited financial statements as of and for the year ended December 31, 2018. During the course of its close procedures and review process of the three month and year ended December 31, 2018, Platform may identify items that would require it to make adjustments, which may be material to the information presented in this press release. Other important factors that could cause actual results to differ materially from those suggested by these forward-looking statements include, but are not limited to, any event, change or other circumstances that could give rise to the termination of the Arysta transaction; the risk that the transaction will not be consummated in a timely manner or by the targeted date; the risk that Platform will experience unanticipated delays or difficulties and transaction costs in consummating the transaction; the risk that any of the closing conditions to the transaction may not be satisfied in a timely manner or at all; the risk related to disruption from the transaction and the related diverting of management’s attention making it more difficult to maintain business and operational relationships; the failure to realize the benefits, efficiencies and cost savings expected from the transaction or related strategic initiatives; the impact of the transaction on Platform's share price and market volatility; the effect of the announcement of the transaction on the ability of Platform to retain customers and suppliers, retain or hire key personnel, and maintain relationships with customers, suppliers and lenders; the effect of the transaction or the announcement and completion of related transactions on Platform’s operating results and businesses generally; the impact of any future acquisitions or additional divestitures, restructurings, refinancings, and other unusual items, including Platform's ability to raise or retire debt or equity and to integrate and obtain the anticipated benefits, results and/or synergies from these items or other related strategic initiatives. Additional information concerning these and other factors that could cause actual results to vary is, or will be, included in Platform's periodic and other reports filed with the Securities and Exchange Commission. Platform undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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PLATFORM SPECIALTY PRODUCTS CORPORATION

ADDITIONAL PRELIMINARY FINANCIAL INFORMATION

(Unaudited)

I. PRELIMINARY NET SALES BY SEGMENT
	Three Months Ended December 31,					Twelve Months Ended December 31,
($ amounts in billions)	2018	2017	Reported	Constant Currency	Organic	2018	2017	Reported	Constant Currency	Organic
Net Sales
Electronics	$0.28	$0.29	(4%)	(1%)	(1%)	$1.16	$1.12	3%	2%	2%
Industrial & Specialty	0.20	0.19	1%	4%	4%	0.80	0.76	6%	5%	5%
Total	$0.48	$0.49	(2%)	1%	1%	$1.96	$1.88	4%	3%	3%

II. PRELIMINARY ADJUSTED EBITDA BY SEGMENT
	Three Months Ended December 31,				Twelve Months Ended December 31,
($ amounts in millions)	2018	2017	Reported*	Constant Currency*	2018	2017	Reported*	Constant Currency*
Adjusted EBITDA
Electronics	$57 - $59	$63	(~ 8%)	(~ 5%)	$247 - $249	$233	~ 6%	~ 5%
Industrial & Specialty	40 - 42	40	~ 1%	~ 5%	172 - 174	168	~ 3%	~ 2%
Total	$98 - $100	$104	(~ 5%)	(~ 1%)	$420- $422	$401	~ 5%	~ 4%
	Three Months Ended December 31,		Change		Twelve Months Ended December 31,		Change
	2018	2017	Reported	Constant Currency	2018	2017	Reported	Constant Currency
Adjusted EBITDA Margin*	~ 20.7%	21.2%	~ (50)bps	~ (40)bps	~ 21.5%	21.4%	~ 10bps	—

* Percentages are based on the midpoint of preliminary adjusted EBITDA ranges.

III. NON-GAAP MEASURES

To supplement the financial measures prepared in accordance with GAAP, Platform has provided in this release the following non-GAAP financial measures: EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA guidance, adjusted earnings per share (EPS), adjusted EPS guidance, normalized free cash flow and organic net sales growth. Platform also evaluates and presents its results of operations on a constant currency basis. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to the Company’s business, and believes that these non-GAAP measures provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis.  Platform also believes that investors find this information helpful in understanding the ongoing performance of its operations separate from items that may have a disproportionate positive or negative impact on Platform's financial results in any particular period.  These non-GAAP financial measures, however, have limitations as analytical tools, and should not be considered in isolation from, a substitute for, or superior to, the related financial information that Platform reports in accordance with GAAP. The principal limitations of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements, and may not be completely comparable to similarly titled measures of other companies due to potential differences in the method of calculation between companies. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this press release, and not to rely on any single financial measure to evaluate Platform’s businesses.

The Company only provides adjusted EBITDA guidance, adjusted EPS guidance and organic net sales growth expectations on a non-GAAP basis and does not provide reconciliations of such forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for restructurings, refinancings, divestitures, integration and acquisition-related expenses, share-based compensation

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amounts, non-recurring, unusual or unanticipated charges, expenses or gains, adjustments to inventory and other charges reflected in its reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

Constant Currency:

The Company discloses net sales and adjusted EBITDA on a constant currency basis by adjusting to exclude the impact of changes due to the translation of foreign currencies of its international locations into U.S. dollar. Management believes this non-GAAP financial information facilitates period-to-period comparison in the analysis of trends in business performance, thereby providing valuable supplemental information regarding its results of operations, consistent with how the Company internally evaluates its financial results.

The impact of foreign currency translation is calculated by converting the Company's current-period local currency financial results into U.S. dollar using the prior period's exchange rates and comparing these adjusted amounts to its prior period reported results. The difference between actual growth rates and constant currency growth rates represents the impact of foreign currency translation.

Organic Net Sales Growth:

Organic net sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the pass-through pricing of certain metals, and acquisitions and/or divestitures, as applicable. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable sales over differing periods on a consistent basis.

The following table reconciles preliminary unaudited GAAP net sales growth from the Company's continuing operations to organic net sales growth for the three and twelve months ended December 31, 2018:

	Three Months Ended December 31, 2018
	Reported Net Sales Growth	Impact of Currency	Constant Currency	Change in Pass-Through Metals Pricing	Acquisitions	Organic Net Sales Growth
Electronics	(4)%	3%	(1)%	0%	(1)%	(1)%
Industrial & Specialty	1%	3%	4%	—%	—%	4%
Total	(2)%	3%	1%	0%	—%	1%

NOTE: Totals may not sum due to rounding or due to varying sizes of the two reportable segments.

	Twelve Months Ended December 31, 2018
	Reported Net Sales Growth	Impact of Currency	Constant Currency	Change in Pass-Through Metals Pricing	Acquisitions	Organic Net Sales Growth
Electronics	3%	(1)%	2%	0%	(1)%	2%
Industrial & Specialty	6%	(1)%	5%	—%	—%	5%
Total	4%	(1)%	3%	0%	—%	3%

NOTE: Totals may not sum due to rounding or due to varying sizes of the two reportable segments.

For the three months ended December 31, 2018, pass through metals pricing and acquisitions had a (negative) positive impact on the Company's Electronics and consolidated results of $(1.4) million and $2.2 million, respectively.

For the twelve months ended December 31, 2018, pass through metals pricing and acquisitions had a (negative) positive impact on the Company's Electronics and consolidated results of $(3.4) million and $5.7 million, respectively.

Normalized Free Cash Flow:

Free cash flow is defined as net cash flows provided by operating activities less net capital expenditures. Net capital expenditures include capital expenditures less proceeds from disposals of property, plant and equipment. Normalized free cash flow adjusts for the anticipated impact of the Arysta sale on the Company's capital structure.

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The following table reconciles preliminary unaudited GAAP net cash flows (used in) provided by the Company's continuing operations to normalized free cash flow:

(in millions)		Twelve Months Ended December 31, 2018
Net cash flows (used in) provided by operating activities of continuing operations		$(2) - $0
less: Net capital expenditures:
Capital expenditures		(28)
Proceeds from disposal of property, plant and equipment		4
Net capital expenditures		(24)
Free cash flow	*	~(25)
plus: Cash interest		~ 295
less: Normalized cash interest	**	< (70)
Normalized free cash flow	*	~$200

* Based on the midpoint of preliminary operating cash flows range.

** Assumes the following illustrative capital structure: $800 million of senior notes and $750 million of term loans (including the effect of an interest rate swap).

EBITDA and Adjusted EBITDA:

EBITDA represents earnings before interest, provision for income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of additional items, which the Company believes are not representative or indicative of its ongoing business. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees. Management believes adjusted EBITDA and adjusted EBITDA margin provide investors with a more complete understanding of the long-term profitability trends of Platform’s business and facilitate comparisons of its profitability to prior and future periods. However, these measures, which do not consider certain cash requirements, should not be construed as an alternative to net income or cash flow from operations as a measure of profitability or liquidity.

The following table reconciles preliminary unaudited GAAP loss from the Company's continuing operations before income taxes and non-controlling interests to Adjusted EBITDA:

		Three Months Ended December 31,		Twelve Months Ended December 31,
(amounts in millions)		2018	2017	2018		2017
Unaudited loss from continuing operations before income taxes and non-controlling interests		$(36) - $(38)	$(108)	$(78) - $(80)		$(260)
Add (subtract):
Interest expense, net		78	81	311		337
Depreciation expense		11	12	45		46
Amortization expense		27	28	112		110
EBITDA		78 - 80	13	388 - 390		233
Adjustments to reconcile to Adjusted EBITDA:
Restructuring expense	(1)	2	7	6		24
Acquisition and integration costs	(2)	2	0	12		4
Legal settlement gains	(3)	—	0	—		(11	)
Foreign exchange loss on foreign denominated external and internal long-term debt	(4)	5	4	6		53
Debt refinancing costs	(5)	1	69	1		83
Pension plan settlement	(6)	—	11	—		11
Gain on sale of equity investment	(7)	—	—	(11	)	—
Other, net	(8)	10	1	18		5
Adjusted EBITDA		$98 - $100	$104	$420 - $422		$401

NOTE: Totals may not sum due to rounding.

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⁽¹⁾ The Company adjusts for costs of restructuring its operations, including those related to its acquired businesses. The Company adjusts these costs because it believes they are not reflective of ongoing operations.

⁽²⁾  The Company adjusts for costs associated with acquisition and integration activity, including costs of obtaining related financing such as investment banking, legal and accounting fees, and transfer taxes. The Company adjusts these costs because it believes they are not reflective of ongoing operations.

⁽³⁾  The Company adjusts for certain legal settlements which it believes are not considered reflective of ongoing operations, including the 2017 settlement agreement between MacDermid Printing Solutions LLC (now known as MacDermid Graphics Solutions LLC) and E.I. du Pont de Nemours and Company (now known as DowDuPont Inc.) which resulted in a net gain of $11 million.

⁽⁴⁾  The Company adjusts for foreign exchanges gains and losses on long-term intercompany and third-party debt because it expects the period-to-period movement of these currencies to offset on a long-term basis and, due to their long-term nature, are not fully realized. The Company does not exclude foreign exchange gains and losses on short-term intercompany and third-party payables and receivables.

⁽⁵⁾  The Company adjusts for costs related to its senior note and term debt refinancings because it believes they are not reflective of ongoing operations.

⁽⁶⁾  The Company adjusts for costs related to significant pension plan settlements and curtailments. 2017 adjustments related primarily to the settlement of the Company's pension obligation in the United Kingdom. The Company adjusts these costs because it believes they are not reflective of ongoing operations.

⁽⁷⁾  The Company adjusts for a gain on the sale of an equity investment in 2018 because it believes it is not reflective of ongoing operations.

⁽⁸⁾ The Company's 2018 adjustments include $11 million of employee-related expenses associated with the Arysta Sale that do not qualify for discontinued operations, non-cash changes in the fair value of contingent consideration and certain professional consulting fees. The Company's 2017 adjustments include non-cash change in the fair value of contingent consideration and a non-recurring severance payment to a senior executive. The Company adjusts these costs because it believes they are not reflective of ongoing operations.

Adjusted Earnings Per Share:

Adjusted earnings per share (EPS) is defined as net income (loss) from continuing operations attributable to common stockholders adjusted to reflect adjustments consistent with the Company’s definition of adjusted EBITDA. Additionally, the Company eliminates the amortization associated with intangible assets and step-up depreciation associated with fixed assets, both recognized in purchase accounting for acquisitions. Further, it adjusts the effective tax rate to 27% for 2019. The resulting adjusted net income from continuing available to stockholders is divided by the number of shares of outstanding common stock as of the period end plus the number of shares that would be issued if all Platform’s convertible stock were converted to common stock, stock options were vested and exercised and awarded equity grants were vested. Adjusted earnings per share is a key metric used by management to measure operating performance and trends as management believes the exclusion of certain expenses in calculating adjusted earnings per share facilitates operating performance comparisons on a period-to-period basis.

Contact:

Investor Relations Contact:

Carey Dorman

Corporate Treasurer and Vice President, Investor Relations

Platform Specialty Products Corporation

1-561-406-8465

Media Contact:

Liz Cohen

Managing Director

Kekst CNC

1-212-521-4845

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