Boliden to acquire controlling stake in Nexa Resources from Votorantim
- Boliden will receive Votorantim's Nexa shares via 0.250 newly issued Boliden shares per Nexa share, becoming owner of 64.68% of Nexa and giving Votorantim ~7.0% of Boliden.
- The exchange implies USD 15.29 per Nexa share and total consideration to Votorantim of USD 1,310 million; Nexa equity value ~USD 2,025 million and EV ~USD 3,666 million.
- Boliden expects the transaction to be immediately accretive, contributing >8% to EPS, and reports combined 12-month revenue of SEK 136 billion and EBITDA of SEK 38 billion to June 30, 2026.
- Closing is subject to shareholder and regulatory approvals, is expected in Q1 2027, and Boliden will launch a voluntary tender offer for remaining Nexa shares; a USD 2.0 billion bridge facility is secured.
Deal terms
Boliden will acquire Votorantim's 85,655,128 Nexa shares in exchange for 0.250 newly issued Boliden shares per Nexa share, resulting in Boliden obtaining 64.68% of Nexa and Votorantim receiving 21.4 million Boliden shares (approximately 7.0% of Boliden). The exchange ratio implies USD 15.29 per Nexa share and total consideration to Votorantim of USD 1,310 million. On a 100% basis the transaction implies Nexa equity value of approximately USD 2,025 million and enterprise value of approximately USD 3,666 million.
Strategic and financial impact
Boliden says the transaction expands its zinc and silver scale and adds Latin American operations in Brazil and Peru, creating a combined portfolio that will include 12 mining units and 8 smelter units across Europe and Latin America. Boliden and Nexa had combined consolidated revenue of approximately SEK 136 billion and EBITDA of approximately SEK 38 billion for the twelve months ending June 30, 2026. Boliden expects the deal to be immediately accretive to EPS, contributing more than 8%.
Conditions, governance and timetable
Closing is conditional on Boliden shareholder approval at an extraordinary general meeting, Nexa shareholder actions to appoint a new board, and regulatory approvals, and is currently expected to occur during the first quarter of 2027. Following Closing Boliden will launch a voluntary tender offer to purchase any Nexa shares not acquired through the transaction; mandatory tender offers for certain Peruvian Nexa subsidiaries are expected within six months of Closing.
Financing and post-closing arrangements
Boliden has secured a fully committed USD 2.0 billion bridge financing facility to support the transaction and potential VTO/MTO obligations. Nexa will be fully consolidated in Boliden's financial statements from Closing while remaining a Luxembourg entity and NYSE-listed foreign private issuer. Votorantim will have board representation in Boliden and staged lock-up restrictions on 75% of the Boliden shares it receives, with 25% not subject to lock-up.
Source: Boliden
