Boliden has signed an agreement with Votorantim to acquire all of the latter’s shares in Nexa Resources, representing a 64.68% stake in the mining company with operations in Brazil and Peru.
The agreement values Votorantim’s Nexa shares at $15.29 per share. The offer price reflects a 14.2% premium to Nexa’s 20-day average price as of 1 July 2026.
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The total implied consideration for the transaction is $1.31bn.
The deal gives Nexa an equity value of approximately $2.02bn (€1.73bn) and an enterprise value of $3.66bn.
Under the terms of the agreement, Boliden will exchange 0.250 newly issued Boliden shares for each Nexa share held by Votorantim.
This transaction will result in Votorantim receiving 21.4 million newly issued Boliden shares, equivalent to around 7% of Boliden’s shares and votes.
The closing of the transaction is subject to several conditions including approval by Boliden’s shareholders at an extraordinary general meeting and receipt of required regulatory approvals.
Completion is expected to take place during the first quarter of 2027.
Boliden president and CEO Mikael Staffas said: “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.
“Furthermore, Boliden’s and Nexa’s combined project portfolio will be highly attractive and present a solid foundation for future growth.”
Following closing, Boliden will make a voluntary tender offer to acquire any outstanding Nexa shares it does not own. This will be based on the fixed exchange ratio and the volume weighted average price of Boliden’s shares prior to closing.
Boliden aims to combine its European mining and smelting operations with Nexa’s Latin American assets, consolidating a portfolio of 12 mining units and eight smelting units across the two regions.
The company stated the move is expected to be accretive to its earnings per share, with no change to its dividend policy or financial targets.
Upon closing, Boliden’s net debt-to-equity ratio would rise from 24% to around 33%, based on consolidated figures as of 30 June 2026.
Boliden intends to finance the transaction through a fully committed $2bn (Skr19.02bn) bridge facility to cover potential obligations including the tender offer for remaining Nexa shares.
Nexa will continue as a separate entity listed on the New York Stock Exchange and subject to US reporting requirements.
Boliden will have customary governance rights in Nexa and existing management is expected to remain in place.
Votorantim has agreed to lock-up restrictions on most of the Boliden shares it receives, with staged releases over three years. This will be subject to certain conditions including board representation and leadership changes at Boliden.
