STOCKHOLM: Swedish mining giant Boliden AB has agreed to acquire Votorantim S.A.’s majority stake in Nexa Resources S.A. in a transaction valued at approximately $1.31 billion, positioning Boliden as one of the world’s leading zinc producers while expanding its footprint into Latin America.
Under the terms of the definitive agreement announced Wednesday, Boliden will issue 0.250 new shares for each Nexa share held by Votorantim, Brazil’s largest investment holding company. The exchange gives Boliden a 64.68% controlling stake in Nexa, a zinc and silver producer with operations in Brazil and Peru, while Votorantim will receive approximately 7.0% of Boliden’s shares.
The implied consideration values Nexa shares at $15.29 each, representing a 14.2% premium to the 20-day volume-weighted average price as of July 1, the last trading day before the deal was negotiated, and a 6.5% premium to the Aug. 26 average price on the New York Stock Exchange, where Nexa is listed.
The transaction implies a total equity value for Nexa of approximately $2.025 billion and an enterprise value of roughly $3.666 billion on a 100% basis.
“In addition to positioning Boliden as one of the leading zinc providers in the world, the transaction will reinforce our standing as a globally important base metal producer and bring a healthy addition to our precious metal business with a large increase to our output of silver in concentrate,” said Mikael Staffas, Boliden’s president and CEO.
The deal is expected to close during the first quarter of 2027, subject to approval by Boliden’s shareholders at an extraordinary general meeting and receipt of regulatory clearances, including competition and Swedish foreign direct investment approvals. The share issuance requires a simple majority vote at the EGM.
Following the closing, Boliden has agreed to launch a voluntary tender offer to purchase for cash any Nexa shares not acquired through the transaction. The cash price will be determined by the fixed exchange ratio and the 20-day volume-weighted average price of Boliden’s shares on Nasdaq Stockholm prior to closing.
Boliden also will be required to launch mandatory tender offers for remaining shares in certain of Nexa’s Peruvian-listed subsidiaries under local regulations, with those offers expected within six months of closing.
The transaction is expected to be immediately accretive to Boliden’s earnings per share, contributing more than 8%, according to the company. Boliden said its dividend policy and financial targets remain unchanged.
Boliden has secured a fully committed bridge financing facility of $2.0 billion to support the transaction and potential financing needs related to the voluntary tender offer.
Votorantim will have the right to propose a representative for election to Boliden’s board of directors, subject to Swedish FDI approval. The Brazilian firm has agreed to lock-up restrictions on 75% of the Boliden shares it receives, with 25% subject to a one-year lock-up, an additional 25% to a two-year lock-up and another 25% to a three-year lock-up.
Following the closing, Nexa will continue as a separate Luxembourg-incorporated legal entity with its shares listed on the NYSE. Nexa’s existing management is expected to largely remain in place, and the company will be reported as a separate segment within Boliden.
Boliden, which has operated for more than a century in Europe, will combine its base and precious metals mining and smelting operations with Nexa’s 65-year history of regional expertise in Latin America. The combined company will operate 12 mining units and eight smelter units across Europe and Latin America.
For the 12-month period ending June 30, 2026, Boliden and Nexa had combined consolidated revenue of approximately 136 billion Swedish kronor ($14.9 billion) and earnings before interest, taxes, depreciation and amortization of roughly 38 billion kronor ($4.2 billion).
Boliden’s board of directors intends to convene an extraordinary general meeting to authorize the share issuance. The number of Boliden shares will increase from 284.2 million to 305.6 million, representing a dilutive effect of approximately 7.0%.
RBC Capital Markets is serving as lead financial advisor to Boliden, with SEB Corporate Finance, Evercore and J.P. Morgan also advising. Financing has been arranged by Danske Bank and ING. Legal counsel includes Sullivan & Cromwell, Mannheimer Swartling and Arendt & Medernach.
