ELITE MATERIAL Announces Board Resolution to Approve Share Conversion with Taiwan Elite Star Co., Ltd.
ELITE MATERIAL announced its board resolution to proceed with a share conversion with Taiwan Elite Star Co., Ltd. One share of Taiwan Elite Star will be exchanged for 0.342 shares of ELITE MATERIAL. This strategic move aims to integrate resources, expand operations, bolster its automotive presence, and enhance global competitiveness, with an effective date tentatively set for October 1, 2026.
📋 Article Processing Timeline
- 📰 Published: May 7, 2026 at 09:00
- 🔍 Collected: May 8, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 8, 2026 at 08:03 (3 min after Collected)
1. Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share swap):
Share conversion
2. Date of occurrence of the event: 2026/5/7
3. Names of companies participating in the merger and acquisition (e.g., name of the other merging company, new company established by spin-off, or target company for acquisition or share swap):
Acquiring Company: ELITE MATERIAL Co., Ltd. (hereinafter referred to as "the Company" or "ELITE MATERIAL")
Target Company: Taiwan Elite Star Co., Ltd. (hereinafter referred to as "Taiwan Elite Star")
4. Counterparty (e.g., other merging company, company to which assets are spun off, or counterparty for acquisition or share swap):
Taiwan Elite Star
5. Is the counterparty a related party: Yes
6. Relationship between the counterparty and the Company (e.g., invested company in which the Company holds XX% of the shares), and reasons for selecting a related enterprise or related party as the target for acquisition or share swap, and whether it affects shareholders' equity:
Taiwan Elite Star is an invested company in which the Company holds 27.44% of the shares.
The Company, to integrate resources, expand its operational scale, strengthen its automotive layout, and enhance global market competitiveness, intends to proceed with a share conversion with Taiwan Elite Star in accordance with the Company Act, Enterprise Mergers and Acquisitions Act, and other relevant regulations.
The share conversion has been reviewed by an independent expert who issued a fairness opinion, and the Audit Committee has reviewed the fairness and reasonableness of the M&A transaction, deeming it fair. Therefore, it is not expected to have a material adverse impact on the Company's shareholders' equity.
7. Purpose and conditions of the merger and acquisition, including reasons for the merger, consideration terms, and payment timing (Note 7):
Reasons for M&A: To integrate resources, expand operational scale, strengthen automotive layout, and enhance global market competitiveness.
Consideration terms and payment timing: The share exchange ratio for this share conversion is 0.342 common shares of the Company for every 1 common share of Taiwan Elite Star.
The record date for the share conversion is tentatively set for October 1, 2026. If it is necessary to adjust the record date due to actual circumstances, both boards of directors will jointly negotiate and announce the adjustment.
8. Expected benefits after the merger and acquisition:
Through this share conversion, both parties will be able to share resources, combine their competitive advantages, jointly expand global markets, and consolidate their position in the electronic manufacturing industry chain. The Company will combine Taiwan Elite Star's deep roots in the new energy vehicle supply chain to effectively expand its automotive customer base and optimize its automotive product portfolio, thereby strengthening its presence in the global automotive automotive market. It will also accelerate its entry into the industrial control market to expand export channels for automotive electronics and industrial control fields. This move will not only further expand operational scale, diversify the overall revenue structure, but also significantly enhance resilience against economic fluctuations and industry risks, and strengthen global market competitiveness.
9. Impact of the merger and acquisition on net asset value per share and earnings per share:
This merger and acquisition is expected to combine resources and enhance operational advantages, which will have a positive impact on the Company's net asset value per share and earnings per share in the long run.
10. Type of consideration for the merger and acquisition and source of funds:
The Company plans to issue 30,089,200 new common shares to shareholders of Taiwan Elite Star other than the Company as part of this share conversion. The aforementioned planned new common shares will have a par value of NT$10 per share, with a total planned new share capital of NT$300,892,000. Their rights and obligations will be the same as the Company's original issued common shares. However, the actual total number of new shares to be issued by the Company shall be determined based on the total number of all issued common shares of Taiwan Elite Star as of the share conversion record date (excluding the Company's existing holdings), less the number of Taiwan Elite Star common shares that should be cancelled on the share conversion record date or in accordance with relevant laws and regulations (if any), calculated at the share exchange ratio of this share conversion. If there are circumstances requiring adjustment of the share exchange ratio as agreed in the share conversion agreement, both boards of directors will jointly negotiate a reasonable adjustment of the share exchange ratio.
11. Share exchange ratio and its calculation basis:
The share exchange ratio for this share conversion is 0.342 common shares of the Company for every 1 common share of Taiwan Elite Star.
The share exchange ratio is based on a comprehensive reference to the financial reports of both parties for the year 2025 and Q1 2026, audited or reviewed by accountants, and takes into account the audit results of independent experts commissioned by both parties, the companies' business operations, profitability, stock market value, net asset value, earnings per share, and various other factors that may affect shareholders' rights and interests. Furthermore, considering the operational conditions and future overall synergy and development conditions of both parties, the share exchange ratio for this share conversion was agreed upon after both parties consulted with independent experts and based on the independent experts' opinions on the reasonableness of the share exchange ratio.
12. Did accountants, lawyers, or securities underwriters issue an unfairness opinion on this transaction: No
13. Name of accounting firm, law firm, or securities underwriter:
Yuanhe Certified Public Accountants
14. Name of accountant or lawyer:
Juan, Chiung-Hua
15. Accountant or lawyer's practice certificate number:
83台財證登(六)字第2719號
16. Independent expert's opinion on the reasonableness of the share exchange ratio, cash, or other property distributed to shareholders in this merger and acquisition (I. includes the method, principles, or calculation methods used to determine the public tender offer price and a comparison with internationally customary market value methods, cost methods, and discounted cash flow methods. II. a comparison of the financial condition, profitability, and P/E ratio of the acquired company with listed peers. III. if the public tender offer price refers to an appraisal report from an appraisal institution, the content and conclusions of the appraisal report should be explained. IV. if the acquirer's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after merger, an evaluation of the impact on the financial and operational soundness of the acquired company or the surviving company after merger should be explained) (Note 7):
The independent expert, considering quantifiable financial data and objective market information, used the market price method and market method to evaluate the reasonable range for the share exchange ratio between ELITE MATERIAL and Taiwan Elite Star as 0.3158 to 0.4250 common shares of ELITE MATERIAL for every 1 common share of Taiwan Elite Star. The planned share exchange ratio of 0.342 common shares of ELITE MATERIAL for every 1 common share of Taiwan Elite Star is deemed reasonable.
17. Scheduled completion date
Share conversion
2. Date of occurrence of the event: 2026/5/7
3. Names of companies participating in the merger and acquisition (e.g., name of the other merging company, new company established by spin-off, or target company for acquisition or share swap):
Acquiring Company: ELITE MATERIAL Co., Ltd. (hereinafter referred to as "the Company" or "ELITE MATERIAL")
Target Company: Taiwan Elite Star Co., Ltd. (hereinafter referred to as "Taiwan Elite Star")
4. Counterparty (e.g., other merging company, company to which assets are spun off, or counterparty for acquisition or share swap):
Taiwan Elite Star
5. Is the counterparty a related party: Yes
6. Relationship between the counterparty and the Company (e.g., invested company in which the Company holds XX% of the shares), and reasons for selecting a related enterprise or related party as the target for acquisition or share swap, and whether it affects shareholders' equity:
Taiwan Elite Star is an invested company in which the Company holds 27.44% of the shares.
The Company, to integrate resources, expand its operational scale, strengthen its automotive layout, and enhance global market competitiveness, intends to proceed with a share conversion with Taiwan Elite Star in accordance with the Company Act, Enterprise Mergers and Acquisitions Act, and other relevant regulations.
The share conversion has been reviewed by an independent expert who issued a fairness opinion, and the Audit Committee has reviewed the fairness and reasonableness of the M&A transaction, deeming it fair. Therefore, it is not expected to have a material adverse impact on the Company's shareholders' equity.
7. Purpose and conditions of the merger and acquisition, including reasons for the merger, consideration terms, and payment timing (Note 7):
Reasons for M&A: To integrate resources, expand operational scale, strengthen automotive layout, and enhance global market competitiveness.
Consideration terms and payment timing: The share exchange ratio for this share conversion is 0.342 common shares of the Company for every 1 common share of Taiwan Elite Star.
The record date for the share conversion is tentatively set for October 1, 2026. If it is necessary to adjust the record date due to actual circumstances, both boards of directors will jointly negotiate and announce the adjustment.
8. Expected benefits after the merger and acquisition:
Through this share conversion, both parties will be able to share resources, combine their competitive advantages, jointly expand global markets, and consolidate their position in the electronic manufacturing industry chain. The Company will combine Taiwan Elite Star's deep roots in the new energy vehicle supply chain to effectively expand its automotive customer base and optimize its automotive product portfolio, thereby strengthening its presence in the global automotive automotive market. It will also accelerate its entry into the industrial control market to expand export channels for automotive electronics and industrial control fields. This move will not only further expand operational scale, diversify the overall revenue structure, but also significantly enhance resilience against economic fluctuations and industry risks, and strengthen global market competitiveness.
9. Impact of the merger and acquisition on net asset value per share and earnings per share:
This merger and acquisition is expected to combine resources and enhance operational advantages, which will have a positive impact on the Company's net asset value per share and earnings per share in the long run.
10. Type of consideration for the merger and acquisition and source of funds:
The Company plans to issue 30,089,200 new common shares to shareholders of Taiwan Elite Star other than the Company as part of this share conversion. The aforementioned planned new common shares will have a par value of NT$10 per share, with a total planned new share capital of NT$300,892,000. Their rights and obligations will be the same as the Company's original issued common shares. However, the actual total number of new shares to be issued by the Company shall be determined based on the total number of all issued common shares of Taiwan Elite Star as of the share conversion record date (excluding the Company's existing holdings), less the number of Taiwan Elite Star common shares that should be cancelled on the share conversion record date or in accordance with relevant laws and regulations (if any), calculated at the share exchange ratio of this share conversion. If there are circumstances requiring adjustment of the share exchange ratio as agreed in the share conversion agreement, both boards of directors will jointly negotiate a reasonable adjustment of the share exchange ratio.
11. Share exchange ratio and its calculation basis:
The share exchange ratio for this share conversion is 0.342 common shares of the Company for every 1 common share of Taiwan Elite Star.
The share exchange ratio is based on a comprehensive reference to the financial reports of both parties for the year 2025 and Q1 2026, audited or reviewed by accountants, and takes into account the audit results of independent experts commissioned by both parties, the companies' business operations, profitability, stock market value, net asset value, earnings per share, and various other factors that may affect shareholders' rights and interests. Furthermore, considering the operational conditions and future overall synergy and development conditions of both parties, the share exchange ratio for this share conversion was agreed upon after both parties consulted with independent experts and based on the independent experts' opinions on the reasonableness of the share exchange ratio.
12. Did accountants, lawyers, or securities underwriters issue an unfairness opinion on this transaction: No
13. Name of accounting firm, law firm, or securities underwriter:
Yuanhe Certified Public Accountants
14. Name of accountant or lawyer:
Juan, Chiung-Hua
15. Accountant or lawyer's practice certificate number:
83台財證登(六)字第2719號
16. Independent expert's opinion on the reasonableness of the share exchange ratio, cash, or other property distributed to shareholders in this merger and acquisition (I. includes the method, principles, or calculation methods used to determine the public tender offer price and a comparison with internationally customary market value methods, cost methods, and discounted cash flow methods. II. a comparison of the financial condition, profitability, and P/E ratio of the acquired company with listed peers. III. if the public tender offer price refers to an appraisal report from an appraisal institution, the content and conclusions of the appraisal report should be explained. IV. if the acquirer's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after merger, an evaluation of the impact on the financial and operational soundness of the acquired company or the surviving company after merger should be explained) (Note 7):
The independent expert, considering quantifiable financial data and objective market information, used the market price method and market method to evaluate the reasonable range for the share exchange ratio between ELITE MATERIAL and Taiwan Elite Star as 0.3158 to 0.4250 common shares of ELITE MATERIAL for every 1 common share of Taiwan Elite Star. The planned share exchange ratio of 0.342 common shares of ELITE MATERIAL for every 1 common share of Taiwan Elite Star is deemed reasonable.
17. Scheduled completion date