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8-KAccepted Sep 24, 7:30 AM ET

Elmet Group Co. Announces Purchase of 4.99% Stake in Masan for ~$124.8M

ELMTElmet Group Co.

Accepted (ET)

7:30 AM

Sep 24, 2026

Filed

Sep 24, 2026

Documents

16

Size

911.8 KB

Summary

Elmet Group Co. Announces Purchase of 4.99% Stake in Masan for ~$124.8M

Updated

What Happened

  • On September 23, 2026, Elmet Group Co. entered a Share Purchase Agreement with Masan Horizon Company Limited to acquire 55,138,174 ordinary shares (4.99% of issued voting shares) of Masan High‑Tech Materials Corporation for an aggregate purchase price of approximately $124,750,000. The Transaction is planned as a put‑through on Vietnam’s UPCoM market (ticker: MSR), with the purchase price paid in VND based on a converted amount. The parties also entered a Shareholders’ Agreement memorializing dividend, governance and transfer restrictions.
  • The closing is expected on October 1, 2026 (settlement expected October 5, 2026), subject to customary closing conditions including regulatory and market approvals, execution of related commercial agreements, accuracy of reps and warranties, and absence of a material adverse effect.

Key Details

  • Purchase: 55,138,174 shares = 4.99% ownership; aggregate purchase price ≈ $124,750,000 (settled in VND).
  • Timing & mechanics: Expected Closing Oct 1, 2026; Settlement Oct 5, 2026; transaction may be done as a put‑through on UPCoM or, if price falls outside the permitted trading band, as an off‑band transfer with SSC approval.
  • Break fee: $24,950,000 payable (in VND) by the breaching party if closing fails by the Long Stop Date due to that party’s material failure to comply.
  • Shareholders’ rights: Elmet entitled to dividends from closing/settlement date; Seller to target up to an 80% dividend payout ratio for Masan for each of the three financial years after the Closing Date; Elmet can nominate one board director while retaining ≥80% of Shares (or an observer if retention falls to ≥50%); 18‑month lock‑up on transfers (subject to exceptions); offtake and matching/participation rights and a joint Offtake Rights Committee; Elmet will enter offtake agreements for tungsten concentrate and blue tungsten oxide prior to Closing.

Why It Matters

  • This is a material strategic investment by Elmet into Masan High‑Tech Materials (Vietnam), giving Elmet minority ownership, dividend rights and potential board representation, plus commercial offtake ties that align supply for Elmet’s business.
  • The deal involves a significant cash commitment ($125M) and contains a substantial break fee ($25M), so completion depends on regulatory approvals and market trading rules in Vietnam; delays or required SSC approvals for off‑band trading are possible.
  • For investors, the filing signals Elmet moving to secure upstream raw‑material supply and gain exposure to Masan’s business and potential dividends, while also introducing execution and regulatory risk until the transaction closes.

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