Boliden AB (publ)

Boliden AB has entered into a definitive agreement with Votorantim S.A. to acquire all of Votorantim's shares in Nexa Resources S.A., securing a 64.68% majority voting stake in the Latin American zinc and silver producer. Under the terms, Votorantim will receive 0.250 newly issued Boliden shares for each Nexa share, resulting in an approximate 7.0% ownership stake in Boliden. The exchange ratio values Nexa at $15.29 per share, with a total implied transaction consideration of $1.31B, an implied total equity value of $2.025B, and an enterprise value of $3.666B. The acquisition expands Boliden's footprint into Brazil and Peru, creating a combined portfolio of 12 mining units and 8 smelters across Europe and Latin America. The all-share deal preserves Boliden's balance sheet, is accretive to earnings per share by over 8%, and leaves its dividend policy and financial targets unchanged. Votorantim will receive 21.4 million newly issued Boliden shares, subject to layered lock-up restrictions over three years, and will gain board representation. Following closing, Boliden will launch a voluntary tender offer for the remaining 35.32% of publicly traded Nexa shares for cash, alongside mandatory tender offers for Nexa's listed Peruvian subsidiaries. Boliden has secured a $2B fully committed bridge facility to back tender offer requirements and potential debt refinancing. The deal requires shareholder approvals at Extraordinary General Meetings for both companies, as well as competition and foreign direct investment clearances, with closing expected in Q1 2027.

Boliden AB posted an EBIT of SEK2.9 billion for the second quarter of 2026, a significant increase from the prior year, driven by strong performance from newly acquired mines and record volumes at ITIC. EBITDA reached SEK5.5 billion, while earnings per share came in at SEK7.81. Capital expenditure was SEK4 billion, in line with the company's plan, but free cash flow was negative SEK2 billion and net debt rose by SEK5 billion, pushing gearing to 24%. The company reduced its full-year production guidance for the Tara mine from 1.8 million to 1.6 million tons, and flagged operational challenges including ramp-up issues at Odda and lower earnings at Garpenberg.

Nexa Resources confirmed it is aware of ongoing negotiations between Boliden and Votorantim S.A. regarding Votorantim's interest in the company and expects to be in discussions with Boliden regarding a potential transaction. Earlier in the day, Boliden also confirmed the talks are taking place, following speculation that Votorantim is looking to sell its 64.7% stake in Nexa. Nexa is one of the world's leading zinc producers, operating five polymetallic mines and three smelters in Brazil and Peru.