Swedish metals producer Boliden AB agreed to acquire a controlling stake in Nexa Resources S.A. through a share exchange with Votorantim S.A., the Luxembourg-incorporated miner’s current majority owner.
Under the terms of the definitive agreement, Votorantim will receive 0.250 new ordinary shares of Boliden for each ordinary share of Nexa held. Upon completion, Boliden will hold 64.68% of Nexa’s total shares and voting rights, becoming the controlling shareholder. Votorantim will retain approximately 7% of Boliden’s total shares and voting rights and will have 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 from both Boliden and Nexa, as well as necessary regulatory clearances. Nexa will remain an independent legal entity incorporated in Luxembourg and is expected to maintain its listing on the New York Stock Exchange.
Boliden plans to launch a voluntary public offer for all remaining Nexa shares within 30 days of closing, using the same 0.250 exchange ratio and pricing tied to Boliden’s volume-weighted average share price over the 20 trading days prior to completion. The company will also initiate mandatory public offers for the remaining shares of certain listed Peruvian subsidiaries of Nexa within six months after closing, as required under Peruvian regulations.
Nexa’s post-transaction board is expected to comprise seven members, four of whom will be affiliated with Boliden. The current management team of Nexa is anticipated to remain in place following the deal.
