Elmet Group agrees to buy 4.99% of Masan for $125M
The agreements also set conditional board-observer rights, an 18-month transfer restriction and a break fee for specified failures to close.
Rhea-AI Filing Summary
The Elmet Group Co. (ELMT) agreed to purchase a 4.99% interest in Masan High-Tech Materials Corporation, or 55,138,174 ordinary shares, for approximately $124,750,000. Under the purchase agreement, closing is expected on October 1, 2026, subject to conditions, and settlement is expected on October 5, 2026. The press release instead says completion is expected in the third quarter of 2026. If the per-share price is outside UPCoM's Permitted Trading Band, closing may be deferred for an in-band transaction or an off-band transfer subject to Vietnamese securities approval.
The shareholder agreement gives Elmet the right to nominate one Masan director while it retains at least 80% of the shares acquired; until appointment, an Elmet designee may attend as a non-voting observer. Transfers are restricted for 18 months after closing, subject to exceptions. The Seller must procure that Masan targets a dividend payout ratio of up to 80% for each of three financial years following the year of closing; Elmet is excluded from interim 2026 dividends. A $24,950,000 break fee may be payable by either party if failure to close by the applicable Long Stop Date results solely from that party's material failure to comply.
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Filing Explained
The approximately $124.75 million price exceeds Elmet’s $66,122,000 cash and equivalents reported for the quarter ended July 3, 2026.
The agreed purchase remains conditional on closing requirements; if it closes, a separate provision lets Elmet acquire up to its ownership-proportionate share of any new Masan securities offered below the deal’s per-share price within 18 months, subject to exceptions.
8-K Event Classification
Key Figures
Key Terms
put-through transaction technical
Permitted Trading Band financial
Trading Band Approval regulatory
Long Stop Date financial
Retention Threshold financial
offtake technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is ELMT paying for its Masan stake?
When is ELMT's Masan investment expected to close?
What board rights does ELMT receive through the Masan investment?
When does the ELMT-Masan agreement require a break fee?
What tungsten supply arrangements are part of ELMT's agreement with Masan?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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.
Item 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
On September 23, 2026, The Elmet Group Co., a Delaware corporation (the “Company,” “we,” “us” or “our”) entered into a share purchase agreement (the “Purchase Agreement”) with Masan Horizon Company Limited (“the Seller”) pursuant to which the Seller agreed to issue and sell, and the Company agreed to purchase, a 4.99% interest in the total issued and outstanding voting ordinary shares of Masan High-Tech Materials Corporation, a public company incorporated in Vietnam and controlled subsidiary of the Seller (“Masan”), or 55,138,174 ordinary shares (the “Shares”) of Masan for an aggregate purchase price of approximately $124,750,000 (the “Purchase Price”) pursuant to a put-through transaction on the UPCoM in accordance with applicable trading rules and regulations (the “Transaction”). The Transaction will be conducted in VND based on the converted VND amount of the Purchase Price. Masan’s ordinary shares are currently registered for trading on the UPCoM under the trading code “MSR.”
The Purchase Agreement includes customary representations, warranties and covenants by the Company and the Seller. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The closing of the Transaction is expected to occur on October 1, 2026 (the “Closing Date”), subject to the satisfaction or waiver of certain closing conditions, including, but not limited to, the execution of certain commercial agreements between the parties, the receipt of applicable regulatory and trading market approvals, the accuracies of the representations and warranties of the parties as of the applicable Closing Date, the performance of each of the parties under the Purchase Agreement in all material respects, the execution of all definitive documentation for the Transaction, and the absence of a material adverse effect (as such term is defined in the Purchase Agreement) having occurred with respect to a party that is continuing as of the time immediately prior to the first put-through order is entered in connection with the Transaction. The settlement of the Shares and payment of the Purchase Price is expected to occur on October 5, 2026 (the “Settlement Date”).
However, if the purchase price per Share on the Closing Date is below the minimum price at which the Shares may be traded on UPCoM on that trading day (the “Floor Price”) or above the maximum price at which the Shares may be traded on UPCoM on that trading day (the “Ceiling Price,” such range being the “Permitted Trading Band”), then the Closing shall be deferred until the parties can complete the Transaction either as (i) a put-through transaction or (ii) an off-band transaction, provided the Seller receives approval from the State Securities Commission of Vietnam (the “SSC”) to proceed with the Transaction outside of the trading system of UPCoM at the purchase price per Share, notwithstanding that the purchase price per Share falls outside the Permitted Trading Band (the “Trading Band Approval). If the Seller receives the Trading Band Approval, then within two (2) business days of such receipt, the parties shall implement an off-band transaction pursuant to which the Seller shall submit a request to the Vietnam Securities Depository and Clearing Corporation (the “VSDC”) for the transfer of the Shares from the Seller to the Company. The date on which VSDC approval is received shall then constitute the Closing Date.
If at any time before the Trading Band Approval is obtained in connection with the off-band transaction, the purchase price per Share falls within the Permitted Trading Band, then the parties shall instead implement the Transaction as a put-through transaction on UPCoM in accordance with the applicable trading rules and regulations.
The Purchase Agreement may be terminated prior to the Closing Date by mutual written agreement of the Seller and the Company, or by either party under certain specific circumstances provided for in the Purchase Agreement. The Purchase Agreement can also be terminated after the Closing Date only to the extent that the Transaction may lawfully be cancelled or unwound under applicable laws and trading rules and regulations.
If the Transaction does not close prior to the 30th business day after the date of the Purchase Agreement (the “Long Stop Date”) solely due to matters outside of the Company’s reasonable control, such as regulatory approvals, Trading Band Approval or market procedures, the parties shall discuss in good faith and may agree in writing to extend the deferral period for one or more additional periods of up to thirty (30) business days each, in which case the Long Stop Date shall be extended accordingly.
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The Purchase Agreement provides for a break fee of $24,950,000, payable in VND based on the converted VND amount, by either the Seller or the Company, as applicable, if the closing of the Transaction does not occur by the applicable Long Stop Date solely as a result of such party’s material failure to comply with its obligations under the Purchase Agreement, subject to satisfaction or waiver of the applicable conditions precedent and certain other conditions. Any such break fee is payable within five (5) business days following the Long Stop Date.
Shareholders’ Agreement
On September 23, 2026, the Company and the Seller also entered into a Shareholders’ Agreement pursuant to which the parties memorialized certain of the Company’s rights in connection with the Transaction.
The Company is entitled to all dividends and other distributions declared, paid or made by Masan in respect of the Shares on or after the Settlement Date, in the case the Transaction is completed as a put-through transaction, or on or after the Closing Date, in the case the Transaction is completed as an off-band transaction, in accordance with the Company’s percentage shareholding in Masan; provided, however, that the parties acknowledged that the Company shall not participate in the interim dividends for the 2026 financial year declared by Masan. For each of the three (3) financial years following the financial year in which the Closing Date falls, the Seller shall procure that Masan targets a dividend payout ratio of up to eighty percent (80%).
For so long as the Company, or any permitted Company transferee (collectively, the “Elmet Investors”), hold at least eighty percent (80%) of the Shares, subject to customary adjustments for corporate actions affecting the Shares following the Closing Date (the “Retention Threshold”), the Company shall have the right to nominate one individual (the “Elmet Director”) for appointment to Masan’s board of directors (the “Masan Board of Directors”) for whom the Seller shall make all reasonable efforts to ensure the Elmet Director is appointed to the Masan Board of Directors at the first annual general meeting of shareholders of Masan held after the Closing Date or at any other general meeting of shareholders of Masan held before that annual general meeting. During the period commencing on the Closing Date and ending on the date on which the Elmet Director is appointed to the Masan Board of Directors, the Seller shall ensure the Elmet Director, or another individual designated by the Company, may attend all meetings of the Masan Board of Directors in a non-voting observer capacity, subject to certain requirements and exceptions (the “Elmet Observer”).
If at any time the Retention Threshold is no longer satisfied, the Shareholders’ Agreement ceases to be in full force and effect, or the Company is in material breach of the Shareholders’ Agreement which is not remedied within the applicable cure period, at the Seller’s request, the Company shall procure that the Elmet Director immediately resign as a member of the Masan Board of Directors and such nomination right shall terminate. However, if at any time the Retention Threshold is no longer satisfied, but the Elmet Investors continue to hold, in aggregate, at least fifty percent (50%) of the Shares originally acquired pursuant to the Purchase Agreement and the Company is not in material breach of the Shareholders’ Agreement, then the Company shall remain entitled to designate one individual as the Elmet Observer to attend the meetings of the Masan Board of Directors in a non-voting observer capacity, subject to certain requirements and exceptions.
Pursuant to the Shareholders’ Agreement, and subject to certain exceptions, the Elmet Investors have agreed not to transfer any Shares, without the prior written consent of the Seller, for a period of eighteen (18) months following the Closing Date. In addition, for a period commencing on the Closing Date and ending on the date falling six (6) months after the Closing Date, the Seller shall not enter into any transaction or series of transactions with any third party comprising a sale of Masan’s ordinary shares at a valuation lower than the valuation of Masan applicable to the Transaction, subject to certain exceptions.
For so long as the Retention Threshold is satisfied, if the Seller or Masan propose to enter into a Restricted Transaction (as defined in the Shareholders’ Agreement), the Company shall have the right to participate in such Restricted Transaction by matching the terms, subject to certain conditions and exceptions. Provided that the Seller or Masan completes a Restricted Transaction for which the Company did not exercise its right to participate, then (i) all lock-up and transfer restrictions applicable to the Shares held by the Elmet Investors shall cease to apply, to the extent permissible under applicable law and (ii) the Company shall have the option, exercisable by written notice to the Seller within thirty (30) days of completion of the relevant Restricted Transaction, to terminate any relevant commercial agreement entered into between the parties or their affiliates in accordance with their terms.
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Furthermore, if Masan proposes to issue new securities at a price per Share lower than the purchase price per Share in the Transaction within eighteen (18) months following the Closing Date, then the Company shall have the right to acquire up to such portion of the new securities of Masan offered in such proposed offering equal to the Company’s ownership percentage of the then issued and outstanding ordinary shares of Masan, subject to certain exceptions.
Pursuant to the Shareholders’ Agreement, the parties shall establish a joint committee (the “Offtake Rights Committee”) comprising two (2) representatives appointed by each of the Company and Masan, or such other equal number as the parties may agree in writing, which will serve solely an advisory function with no decision-making authority. The Offtake Rights Committee shall coordinate volumes, scheduling, quality specifications, logistics and approved customers solely in respect of volumes subject to the offtake and conversion arrangements under the commercial agreements entered into between the parties.
The Shareholders’ Agreement shall terminate upon the occurrence of any of the following: (i) termination of the Purchase Agreement prior to the Closing Date, (ii) Masan being dissolved, liquidated or wound up, (iii) either the Company or the Seller ceasing to hold any equity securities of Masan, (iv) a liquidation event with respect to either the Company or the Seller, (v) by mutual written agreement of the Company and the Seller or (vi) if necessary to comply with applicable securities laws, trading market rules and regulations or the requirements of any securities exchange in connection with a listing of the ordinary shares of Masan.
The Company will also enter into certain offtake agreements with the Seller for the supply of tungsten concentrate and blue tungsten oxide prior to the Closing Date.
The foregoing summaries of the Purchase Agreement and the Shareholders’ Agreement do not purport to be complete and are subject to and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Information.
Press Release
On September 23, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information furnished in Item 7.01 of this Current Report on Form 8-K under the heading “Press Release” as well as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1+†# | Share Purchase Agreement, dated September 24, 2026, by and between The Elmet Group Co. and Masan Horizon Company Limited | |
| 10.2† | Shareholders’ Agreement, dated September 24, 2026, by and between The Elmet Group Co. and Masan Horizon Company Limited | |
| 99.1 | Press Release, dated September 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Certain portions of this exhibit (indicated by “[*]”) have been omitted pursuant to Item 601(a)(6) of Regulation S-K. |
| † | Certain portions of this exhibit (indicated by “[**]”) have been omitted pursuant to Item 601(b)(10)(iv). The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. |
| # | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
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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.
| Dated: September 24, 2026 | The Elmet Group Co. | |
| By: | /s/ Peter V. Anania | |
| Name: | Peter V. Anania | |
| Title: | Chief Executive Officer and Chairman | |
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Exhibit 99.1
The Elmet Group to Invest Approximately $125 Million in Masan High-Tech Materials to Strengthen Tungsten Supply Chain
Two industry leaders formalize strategic relationship spanning the full tungsten value chain
Investment includes a 4.99% ownership stake and multi-year supply agreements across key production stages
Further advances the objectives of the United States Government’s $450 million committed investment announced September 14, 2026
PORTLAND, Maine — September 23, 2026 — The Elmet Group Co. (NASDAQ: ELMT) (“ELMT” or the “Company”), a U.S.-based provider of critical materials, precision-engineered components, and advanced high-energy systems, today announced a long-term strategic relationship with Vietnam-based Masan High-Tech Materials Corporation (UPCoM: MSR) (“MSR”) under which ELMT will acquire a 4.99% equity stake in MSR for $124.75 million. The acquisition formalizes a longstanding commercial relationship of more than 12 years, during which MSR has distinguished itself as a reliable supplier of high-quality tungsten materials and a valued strategic partner to ELMT.
Alongside the equity investment, the parties have entered into long-term commercial agreements under which MSR has agreed to supply ELMT with mined tungsten from its Nui Phao Mine and provide tungsten conversion services from its refining complex in Vietnam. The acquisition of an ownership stake and the commercial agreements establish a basis for ELMT and MSR to pursue increased refining throughput, new product development, and a broader international customer base.
“We value the opportunity to formalize our relationship with MSR, which furthers our progress toward a resilient tungsten supply chain,” said The Elmet Group CEO and Chairman Peter V. Anania. “During the 12 years we have worked alongside MSR, it has established itself as a proven tungsten producer with global significance. The Elmet Group is investing in the expansion of supply, refinement, and conversion of tungsten through this acquisition, building on the landmark investment we received from the United States Government to solidify our position as a vertically integrated, U.S.-based provider of critical materials.”
The technologies defining this century, including artificial intelligence, semiconductors and aerospace, cannot exist without tungsten,” said Chairman of Masan-High Tech Materials Danny Le. “The world can count on one hand the places that produce and refine it at scale. MSR is one of them. The Elmet Group has spent twelve years inside our supply chain. They know what we have built and what it would take to build again. That is what trust looks like when it converts into capital. Their investment speaks for itself. This is the beginning, and we will unlock MSR’s full value for shareholders in Vietnam and beyond.”
Robust and Complementary Capabilities
Together, the two companies connect the supply chain from ore to finished part: mining and concentration, chemical conversion, powder production, pressing and sintering, forming, and precision machining. MSR sits upstream, operating the Nui Phao Mine — one of the largest tungsten deposits in the world — alongside an integrated refining complex that converts concentrate into high-purity tungsten chemicals. ELMT sits downstream, transforming the materials processed by MSR into precision-engineered components for aerospace, defense, semiconductor, medical, industrial, and energy customers. Few relationships in the tungsten industry span such a broad range, and even fewer are reinforced by an equity relationship.
For ELMT, this formalized relationship is intended to secure long-term access to mined tungsten and conversion capacity at scale. For MSR, it is intended to secure a committed downstream industrial partner, additional third-party feedstock for its refinery, and a strategic shareholder with deep manufacturing expertise and access to diverse end markets.
These announcements follow the landmark investment ELMT received from the United States Government, announced on September 14, 2026. Each of these developments advance ELMT’s aim to become a robust provider of critical materials with capabilities and access throughout the full tungsten supply chain across key geographies around the world.
Completion of the equity investment is subject to customary closing conditions, including required regulatory and corporate approvals, and is expected to occur in the third quarter of 2026. The commercial agreements take effect upon completion. In connection with its new ownership position, ELMT will also receive one seat on MSR’s Board of Directors and support MSR’s planned uplisting to the Ho Chi Minh Stock Exchange, as well as its evaluation of an international listing.
About Masan High-Tech Materials
Masan High-Tech Materials is a leading global provider of advanced tungsten materials used across critical industries, including electronics, chemicals, automotive, aerospace, energy, and pharmaceuticals, serving customers worldwide. As the world’s largest producer of midstream and downstream tungsten products outside China, the Company operates the Nui Phao polymetallic mine and a state-of-the-art tungsten processing facility in Thai Nguyen Province, Vietnam. Masan High-Tech Materials is also a leading global producer of fluorspar and bismuth.
About The Elmet Group
The Elmet Group is a U.S.-based provider of critical materials, precision-engineered components, and advanced high-energy systems for the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics, and Energy industries. The Company operates through three divisions: Critical Materials Components (CMC), Engineered Microwave Products (EMP), and Elmet Refining & Trading (ERT), leveraging materials science and precision engineering expertise to deliver high-performance solutions. The Elmet Group is dedicated to strengthening domestic manufacturing capabilities to support the U.S. and its Allies’ needs in both critical materials and advanced high-power microwave systems.
Media Contact
media@theelmetgroup.com
Investor Contact
Tom Colton and Greg Bradbury
Gateway Group, Inc.
ELMT@gateway-grp.com
949-574-3860
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Forward-looking statements disclaimer
The information in this press release includes forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These statements generally relate to future events or our future financial or operating performance and include statements regarding (i) the purchase price and closing timing of ELMT’s acquisition of a 4.99% stake in MSR, (ii) the ability of ELMT and MSR to successfully pursue increased refining throughput, new product development, and a broader international customer base; (iii) the ability of ELMT to become a vertically integrated, U.S.-based provider of critical materials with capabilities and access throughout the full Tungsten supply chain across key geographies around the world; (iv) the receipt of regulatory and corporate approvals to complete the investment; (v) Elmet’s receipt of a board seat on MSR’s Board of Directors and MSR’s planned uplisting to the Ho Chi Minh Stock Exchange; and (vi) ELMT’s future performance, expected outcomes and strategic initiatives.
When used in this press release, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Elmet’s Registration Statement on Form S-1, as amended (File No. 333-294725) and subsequent filings Elmet makes with the Securities and Exchange Commission. Elmet undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
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