Elmet to acquire OSRAM tungsten unit in Germany
Elmet Group agrees to acquire OSRAM’s Schwabmünchen tungsten and molybdenum operations under a highly variable, formula-based purchase price with notable tungsten price risk.
Rhea-AI Filing Summary
Elmet Group Co. (ELMT) has entered into an Asset Purchase Agreement under which its subsidiary Elmet Technologies LLC will acquire substantially all assets and rights of OSRAM GmbH’s tungsten and molybdenum metal production operations in Schwabmünchen, Germany, and assume specified employee, pension and contractual liabilities. The purchase price at closing will be formula-based, starting from a fixed negative €18 million, adjusted for pension assets, defined benefit obligations, a €1 million restructuring prepayment, and working capital versus a €3.875 million benchmark. Subject to closing, the seller will provide a €2.5 million interest-free vendor loan, repayable in two equal installments within 12 months of the effective date. Closing is expected in the first quarter of Elmet’s 2027 fiscal year, subject to customary regulatory and antitrust approvals, no material adverse change, and other conditions; failure to close by June 30, 2027 in certain circumstances could trigger €1.35 million in liquidated damages payable to the seller. Elmet highlights that the final purchase price is not currently determinable and may be significantly affected by volatile tungsten prices and inventory valuation, which could materially impact its business, liquidity, financial condition and results.
Positive
- None.
Negative
- None.
Filing Explained
The agreement covers the Schwabmünchen operating assets and specified liabilities, but not the underlying real estate: the seller keeps the site and will continue its other operations there, so Elmet’s planned transaction would transfer the business without ownership of the premises.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement financial
Working Capital financial
Material Adverse Change financial
Vendor Loan financial
Ammonium Paratungstate technical
defined benefit obligation financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did Elmet Group Co. (ELMT) announce in this Form 8-K?
How is the purchase price for Elmet Group Co. (ELMT)’s Schwabmünchen acquisition determined?
When does Elmet Group Co. (ELMT) expect to close the Schwabmünchen transaction?
What vendor financing is associated with Elmet Group Co. (ELMT)’s acquisition?
What liquidated damages could Elmet Group Co. (ELMT) owe if the transaction fails to close?
Why does Elmet Group Co. (ELMT) say the transaction purchase price is a risk factor?
What key operations is Elmet Group Co. (ELMT) acquiring in Schwabmünchen?
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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).
Emerging growth company
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.
Item 1.01. Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On September 3, 2026, The Elmet Group Co. (“we,” “us,” “our,” or the “Company”), through its wholly owned subsidiary, Elmet Technologies LLC (“Elmet Tech”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with OSRAM GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) duly organized and existing under the laws of the Federal Republic of Germany (the “Seller”), pursuant to which Elmet Tech agreed to purchase substantially all of the assets and rights associated with the Seller’s metal production operations located in Schwabmünchen, Germany, pertaining to the Seller’s manufacturing and distribution of, among other things, metal pre-materials and metal products from tungsten and molybdenum metals required for various forms of lighting solutions, such as metal powders, rods, heavy wire, fine wire, electrodes and other formed parts (the “Business”), and assume certain of the Seller’s liabilities, including employee and pension liabilities, and contractual relationships exclusively entered into or pertaining to the Business (the “Assumed Liabilities”), as such terms are set forth in the Purchase Agreement (the “Transaction”). The purchase price will be determined at the closing of the Transaction (the “Closing”) pursuant to the purchase price formula and adjustment provisions as set forth in the Purchase Agreement, which generally consists of the aggregate of (i) a fixed amount of negative €18 million, (ii) plus certain pension assets, (iii) minus the amount of the defined benefit obligation for certain pension liabilities, (iv) minus a restructuring prepayment in the amount of €1 million, (v) plus the amount, if any, by which the Working Capital (as defined in the Purchase Agreement) of the Business on the first day of the calendar month of the Closing (the “Effective Date”) exceeds €3.875 million, (vi) minus the amount, if any, by which the Working Capital of the Business on the Effective Date falls below €3.875 million.
The Purchase Agreement contains certain representations, warranties and covenants of each of Elmet Tech and the Seller, including covenants by the Seller relating to the operation of the Business prior to the Closing. Elmet Tech will not acquire the real property on which the Business is operated in the Transaction, and the Seller will retain ownership of such real property and continue to operate, on the same premises, the portion of its business that is not being sold pursuant to the Transaction.
Each of Elmet Tech and the Seller has agreed to indemnify the other for certain losses arising out of breaches of fundamental representations and covenants and for certain losses arising out of retained liabilities or assumed liabilities, as applicable, subject to customary limitations.
The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including required regulatory and anti-trust approvals and the absence of any law or judgment preventing the Closing. Each party’s obligation to consummate the Transaction is also subject to the accuracy of the other party’s representations and warranties contained in the Purchase Agreement (subject, with specified exceptions, to customary materiality standards) and the other party’s performance of its covenants and agreements in all material respects. The parties’ obligation to consummate the Transaction is also subject to a condition that, since the date of the Purchase Agreement, there has not been a “Material Adverse Change,” as defined in the Purchase Agreement. The parties have agreed to certain efforts and obligations to promptly obtain the antitrust and other regulatory approvals required for the Transaction.
Furthermore, the parties have agreed to the following additional closing conditions:
| ● | Seller shall have conducted a separation of the Business from the remainder of the Seller’s business that is being retained; |
| ● | Seller shall initiate a certain reduction in the workforce operationally assigned to the Business as of December 31, 2027, for which associated costs are borne by the Seller; |
| ● | Elmet Tech must provide its signed contractual trust agreement (“CTA”) documents and independent expert confirmation that Elmet Tech’s CTA protects the pension benefits of the relevant Business employees, whose employment relationships shall be transferred to Elmet Tech from the Seller, at least as well as the Seller’s CTA; and |
| ● | Elmet Tech shall have ensured all Business employees transferred in the Transaction are covered by collective bargaining and enter into a binding agreement with the works council of the Seller. |
The Company expects to close the Transaction in the first quarter of its 2027 fiscal year.
Subject to the Closing, the Seller shall grant Elmet Tech a vendor loan in the aggregate principal amount of €2,500,000, which shall bear no interest (the “Vendor Loan”) and provide funding of the Vendor Loan on the closing date of the Transaction. The Vendor Loan shall be repaid in two equal installment payments within twelve months of the Effective Date, with the first installment due and payable six months following the Effective Date and the second and final installment due and payable twelve months following the Effective Date.
1
The Purchase Agreement provides withdrawal rights for Elmet Tech and the Seller under certain circumstances, including, subject to certain conditions, an uncured material breach by the other party or if the Transaction is not consummated by June 30, 2027. If the Seller withdraws from the Purchase Agreement due to Elmet Tech’s failure to consummate the Transaction under certain circumstances, Elmet Tech will be required to pay the Seller liquidated damages of €1,350,000 in cash.
In connection with the Transaction, the parties also intend to enter into a framework contract manufacturing agreement and related project agreements, a lease agreement, a transitional services agreement and certain other ancillary agreements at the Closing.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference. The Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Purchase Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable for securities law purposes and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.
Item 7.01. Regulation FD Information.
On September 8, 2026, the Company issued a press release announcing the Transaction with the Seller. 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 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 or the Exchange Act.
Risk Factors
The Company’s business, prospects, financial condition and results of operations, as well as the price of the Common Stock, can be affected by a number of factors, whether currently known or unknown, including those described in the section entitled “Risk Factors” our Registration Statement on Form S-1 (File No. 333-294725), as amended and supplemented (the “IPO Registration Statement”), and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2026 and Part II, Item 1A. “Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended April 3, 2026 and July 3, 2026 (the “Form 10-Qs”). When any one or more of these risks materialize from time to time, the Company’s business, prospects, financial condition and results of operations, as well as the price of the Common Stock, can be materially and adversely affected.
The Company is supplementing the risk factors previously disclosed in the Company’s IPO Registration Statement and Form 10-Qs with the risk factors relating to the Transactions set forth below.
2
Risks Related to the Transaction
The purchase price for the Transaction is not currently determinable. The final purchase price we pay at the Closing will be determined by a number of factors, some of which, including the price of tungsten, will be outside of our control. The final purchase price may differ from our pre-Closing expectations, which if the difference is significant, could materially affect our financial results.
The final purchase price we pay for the Transaction will not be determined until the Closing and will be determined in accordance with a purchase price formulation detailed in the Purchase Agreement, which includes factors outside of our control. For example, part of the value that will be ascribed to the Business at the Closing is the current inventory of the Business, which includes significant amounts of Ammonium Paratungstate, molybdenum powder, work in process and finished goods that will be valued at prevailing market prices. The international tungsten market has seen significant volatility in recent years, with prices surging from $330 per metric ton unit on January 1, 2025, to over $3,000 per metric ton unit on March 31, 2026, an increase of over 800%. If the price of tungsten were to significantly increase, or the value of any of the factors of the purchase price formulation were to significantly change between the date hereof and Closing, it could result in a significant increase in the purchase price for the Transaction. If the purchase price for the Transaction were to significantly increase above our current expectations, among other things, the Transaction may become economically unviable, forcing us to abandon the Transaction and potentially pay liquidated damages to the Seller, or, if we consummate the transaction it may take us longer than anticipated to obtain the anticipated benefits from the Transaction, if we are able to obtain a benefit at all. Whether the Transaction is consummated or abandoned, any significant increase to the purchase price for the Transaction could have a material adverse impact on our business, liquidity position, financial condition and results of operations.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements, which may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “will,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These forward-looking statements include statements with respect to the Transaction, including Transaction timeline, potential payments which may become payable to the Seller, Transaction financing and Elmet Tech providing CTA protection and collective bargaining to certain employees of the Business. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s filings with the SEC, including the Company’s IPO Registration Statement, as amended and supplemented as of the date hereof, the Company’s Form 10-Qs, and other filings with the SEC, which factors are incorporated herein by reference. In addition, such risks and uncertainties include, but are not limited to, the following: uncertainties relating to the timing of the consummation of the Transaction; the possibility that any or all of the conditions to the consummation of the Transaction may not be satisfied or waived, including failure to receive required regulatory approvals; risks that the Company may not be able to benefit from the Transaction as currently anticipated, or at all; and risks relating to potential diversion of management attention away from the Company’s ongoing business operations and potential cash liabilities. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes, unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished or filed, as applicable, herewith:
| Exhibit No. | Description | |
| 2.1*# | Asset Purchase Agreement, dated September 3, 2026, by and between Elmet Technologies LLC and OSRAM GmbH | |
| 99.1^ | Press Release, dated September 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain 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. |
| # | Pursuant to Item 601(a)(6) of Regulation S-K, certain portions of the Purchase Agreement (identified therein by “[*]”) have been omitted from this Current Report on Form 8-K. |
| ^ | Furnished herewith. |
3
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 8, 2026 | The Elmet Group Co. | |
| By: | /s/ Peter V. Anania | |
| Name: | Peter V. Anania | |
| Title: | Chief Executive Officer and Chairman | |
4
Exhibit 99.1
| September 8, 2026 |
The Elmet Group Co. Signs Agreement to Acquire
ams OSRAM Schwabmünchen
Metal Production Operations, Establishing European Manufacturing Footprint for
Tungsten and Molybdenum Components
Acquisition Expected to Expand Global Production Capabilities for Critical Refractory Metal Products
PORTLAND, Maine – The Elmet Group Co. (“Elmet,” the “Company,” “we,” or “our”) (NASDAQ: ELMT), a U.S.-based provider of precision-engineered components and advanced high-energy systems, today announced that it has signed a definitive agreement under which its newly formed German subsidiary, Elmet Technologies GmbH, will acquire the assets of ams OSRAM’s tungsten and molybdenum manufacturing operations in Schwabmünchen, Bavaria, Germany.
The transaction will establish Elmet’s first manufacturing footprint in the European Union for refractory metals and create a European production base for tungsten and molybdenum powder, rods, wire, electrodes, and machined components. The closing is expected to take place in the first quarter of 2027, subject to customary regulatory approvals and following the completion of transition activities required to operate the Schwabmünchen facility on a standalone basis.
In operation since 1961, the Schwabmünchen site is a fully integrated tungsten and molybdenum manufacturing operation, covering a production value chain that includes powder formation through pressing, sintering, swaging, drawing, and finishing. It is supported by an on-site materials laboratory specializing in chemical and physical analysis. The site operates with a production environment recognized for its digital innovation in the European refractory metals industry, validated by the 2024 Germany Smart Digitization Factory 4.0 award.
“We are excited to welcome the talented Schwabmünchen team to Elmet and build on the expertise and capabilities they have developed over many decades,” said Peter V. Anania, CEO and Chairman of the Board at The Elmet Group Co. “We expect this acquisition to extend our vertically integrated tungsten and molybdenum platform into Europe, giving us a production base to serve customers there directly. It is intended to advance one of our key post-IPO objectives of expanding our footprint in Europe. This is a natural next step in our long-term growth strategy, and by establishing a local presence, we believe we can better serve the needs of European and UK customers with greater speed and reliability. We are confident the acquisition will position us to deepen relationships with customers across the region.”
A Local-for-Local Platform to Secure Tungsten and Molybdenum for the European Market
The Critical Materials Components Division of The Elmet Group Co. currently operates its U.S.-owned refractory metals manufacturing facilities in Maine, Ohio, and Michigan. All of its production sites are vertically integrated with control over the metallurgy process from powder through pressing, sintering, forming, and machining. The acquisition of the ams OSRAM Schwabmünchen operation is anticipated to extend this model into Germany and the broader European market.
The Company views the transaction as a way to better serve evolving customer requirements in critical materials across a range of demanding applications, including:
| ● | Defense. European defense prime contractors are rebuilding supply chains under sovereignty and security-of-supply requirements that increasingly cannot be satisfied by non-European Union or Asian sources. Tungsten is a designated European Union critical raw material with limited European processing capacity. |
| ● | Fusion and high-energy research. Tungsten is the reference plasma-facing material for fusion programs. Elmet currently serves this market through both its Critical Materials Components and Engineered Microwave Products Divisions. |
| ● | Semiconductor. EUV lithography, MOCVD processing, and thermal process hardware, including tungsten hexafluoride (WF6) used in CVD tungsten deposition, all require materials and components produced to tight specification. |
| ● | Automotive, medical, and industrial. Lighting, X-ray and imaging, glass melting electrodes, high-temperature furnace components, welding and thermal spray, and precision wire applications across the European industrial base utilize refractory metals. |
“From powder through finished component, the Schwabmünchen operations are expected to provide our defense, fusion, semiconductor, medical, and industrial customers a European source for tungsten and molybdenum. We look forward to building on their foundation and integrating the site’s talent and capabilities into the broader Elmet organization,” said Derek Fox, President of the Critical Materials Components Division of The Elmet Group Co.
Strengthening the Foundation at Schwabmünchen
Elmet plans to retain the existing Schwabmünchen leadership and operating team as it advances the Company’s European expansion. The Company plans to invest in the workforce, equipment base, capacity, quality systems, and commercial capabilities of the Schwabmünchen site. The Company also intends to collaborate with the works council, the IG Metall union, and the local community to bolster and develop the workforce and provide secure, skilled manufacturing jobs in the region.
The Company also intends to expand the range of materials produced at the site, including TZM and tungsten heavy alloy, supported by planned investment in infrastructure, equipment, and facility upgrades needed to support their production.
“Schwabmünchen has a long history of technical excellence in tungsten and molybdenum manufacturing. I am happy that our great team from Schwabmünchen will become part of Elmet, an organization committed to carrying this legacy forward through its people and capabilities. Together with Elmet, the Schwabmünchen team will seek to build on this foundation, support our customers, and create new opportunities in the years ahead,” said Rainer Barthel, Managing Director of OSRAM GmbH.
2
Continuity for Existing Customers
To help safeguard supply continuity through the transition, Elmet Technologies GmbH will support ams OSRAM and a recent spinoff under production agreements covering the products each currently sources from the site. Existing external customers are intended to be served without interruption, with Elmet assuming supply, quality, and technical support responsibilities upon Closing. The Company plans to establish and develop external sales alongside a more robust digital commercial presence to strengthen its customer base across critical European industries, with a pipeline focused on defense, fusion research, semiconductor, medical, automotive, and general industrial applications.
About The Elmet Group
The Elmet Group is a U.S.-based provider of 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 two divisions, Critical Materials Components (CMC) and Engineered Microwave Products (EMP), leveraging materials science and precision engineering expertise to deliver high-performance solutions. The Elmet Group is dedicated to strengthening manufacturing capabilities to support the U.S. and its Allies’ needs in both critical materials and advanced high-power microwave systems.
About the ams OSRAM Schwabmünchen Operation
The ams OSRAM Schwabmünchen site has produced tungsten and molybdenum materials since 1961, across approximately 26,800 square meters of production area, serving a narrow customer base with more than 3,500 products including metal powders, rods and pins, heavy and fine wire, cathodes and anodes, machined parts and powder injection molded components, together with chemical and physical analytics and materials engineering services. The site was named a winner of the Industrie 4.0 Award in the Smart Digitalization category in 2024.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the closing of the acquisition of the assets of ams OSRAM’s tungsten and molybdenum manufacturing operations in Schwabmünchen, the timing of such closing, the ability of Elmet to expand both the Site’s and its global production capabilities, extending Elmet’s vertically integrated manufacturing model into Germany and the European market, the satisfaction of requirements under production agreements and evolving customer needs across a range of industries, Elmet’s ability to establish and develop external sales, a digital commercial presence, and an expanded customer base across critical European industries, Elmet’s expected collaboration with local unions, work counsels and communities, the bolstering of skilled manufacturing jobs in the region, future performance, expected outcomes, and strategic initiatives. Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. 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. Factors that may affect results discussed in The Elmet Group Co.’s registration statement on Form S-1 (File No. 294725), as amended, and subsequent filings The Elmet Group Co. makes with the U.S. Securities and Exchange Commission. The Elmet Group Co. undertakes no obligation to update these statements except as required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Company Contact
Chris Chandler
contact@theelmetgroup.com
Investor Contact
Tom Colton and Greg Bradbury
Gateway Group, Inc.
ELMT@gateway-grp.com
949-574-3860
3