Boliden AB agreed to acquire a controlling stake in Nexa Resources S.A. through a share-for-share exchange, with Votorantim S.A. selling its controlling interest to the Swedish metals producer.
Under the terms, Votorantim will receive 0.250 newly issued Boliden common shares for each Nexa common share, giving Boliden a 64.68% ownership stake in Nexa upon completion. Votorantim will retain approximately 7% of Boliden’s total shares and voting rights following the transaction.
Nexa will continue operating as a separate legal entity and remain listed on the New York Stock Exchange, with its management team and a seven-member board of directors preserved. Four of the board seats will be held by Boliden-affiliated directors, while Votorantim will have the right to propose one representative for election to Boliden’s board, subject to approvals.
The deal is expected to close in the first quarter of 2027, pending Boliden and Nexa shareholder approvals, regulatory clearances, and the election of a new Nexa board. Goldman Sachs advised Nexa on the transaction, while Cleary Gottlieb Steen & Hamilton LLP served as legal counsel.
Boliden will launch a voluntary tender offer within 30 days of closing to purchase remaining Nexa shares held by minority shareholders, with the offer price based on the 0.250 exchange ratio and the 20-day volume-weighted average price of Boliden’s shares on Nasdaq Stockholm prior to closing. Additionally, Boliden will initiate mandatory tender offers within six months for certain Nexa subsidiaries listed in Peru, as required under Peruvian regulations.
