Boliden to Buy Controlling Stake in Nexa in $1.3 Billion Deal

Luxembourg-based Nexa Resources S.A. (NYSE:NEXA) has announced a definitive agreement to sell its controlling stake to Swedish metals company Boliden AB. Under the terms of the share-for-share exchange, Votorantim S.A. will receive 0.250 newly issued Boliden common shares for each Nexa common share held. Upon completion, Boliden will hold 64.68% of Nexa’s total shares and voting rights, making it the controlling shareholder.

Votorantim will retain approximately 7% of Boliden’s shares and the right to appoint one director to Boliden’s Board of Directors, pending shareholder approvals. The deal is set to close in the first quarter of 2027, contingent on shareholder approval for Boliden’s Board of Directors and necessary regulatory clearances. Boliden has pledged to undertake a tender offer to acquire the remaining Nexa shares from minority investors within 30 days of the deal's conclusion.

The exchange ratio is 0.250, based on the average trading price of Boliden’s shares on Nasdaq Stockholm over the preceding 20 trading days. Boliden will also execute mandatory tender offers for the shares of Nexa’s Peruvian subsidiaries within six months of the transaction. Following the deal, Nexa will maintain its legal status under Luxembourg law and will continue to be listed on the New York Stock Exchange, with its existing management team remaining intact.

Nexa's Board of Directors will consist of seven members, four of whom will be affiliated with Boliden. Goldman Sachs serves as Nexa’s financial advisor, and Cleary Gottlieb Steen & Hamilton LLP provides legal counsel for the transaction.