Swedish metals company Boliden AB agreed to acquire a controlling stake in Nexa Resources S.A. through a share-for-share exchange with Brazil’s Votorantim S.A., the companies said on Thursday.
Under the terms of the deal, Votorantim will receive 0.250 newly issued Boliden common shares for each Nexa common share held. Upon completion, Boliden will own 64.68% of Nexa’s total shares and voting rights, making it the controlling shareholder. Votorantim will retain approximately 7% of Boliden’s equity and voting rights, with the right to nominate one director to Boliden’s board, subject to approvals.
The transaction is expected to close in the first quarter of 2027, pending shareholder approvals at both Boliden and Nexa, as well as regulatory clearances. Following the closing, Boliden will launch a voluntary tender offer to acquire the remaining Nexa shares held by minority shareholders within 30 days. The offer price will be based on the 0.250 exchange ratio and the volume-weighted average price of Boliden’s shares on Nasdaq Stockholm over the 20 trading days prior to closing.
Boliden will also initiate mandatory tender offers for certain Nexa subsidiaries listed in Peru within six months of closing, in line with local regulations. Nexa will continue operating as a separate legal entity under Luxembourg law and remain listed on the New York Stock Exchange, with its existing management team expected to stay in place.
Nexa’s board is set to comprise seven directors, four of whom will be affiliated with Boliden. Goldman Sachs acted as Nexa’s financial advisor, while Cleary Gottlieb Steen & Hamilton LLP provided legal counsel.
