Boliden AB is set to secure a 64.68% controlling stake in Nexa Resources S.A. under a definitive agreement signed by parent company Votorantim S.A.

Under the transaction terms, Votorantim will transfer its shares through a share-for-share exchange, receiving 0.250 newly issued Boliden common shares for each Nexa common share held. The agreement follows preliminary discussions that came to light in July.

Completion is anticipated during the first quarter of 2027, subject to customary conditions, including approvals from Boliden and Nexa shareholders and regulatory clearances. Upon closing, Votorantim will hold approximately 7% of Boliden and will have the right to propose one representative to Boliden's board of directors, subject to Swedish foreign direct investment approval.

Concurrently, Boliden has agreed to launch a cash-based voluntary tender offer to acquire all remaining shares held by minority shareholders within 30 days of closing. The offer price will use the 0.250 exchange ratio alongside the volume-weighted average trading price of Boliden shares on Nasdaq Stockholm over the 20 trading days preceding closing. Boliden will also initiate mandatory tender offers for remaining shares in certain listed Peruvian subsidiaries within six months after completion.

Following completion, Nexa will maintain its separate legal identity in Luxembourg and continue its New York Stock Exchange listing. The company will operate as a distinct business unit overseen by its existing management team, reporting through a restructured seven-member board of directors where four seats will be affiliated with Boliden. For a three-year period post-closing, any further acquisitions of Nexa shares or changes of control will require consent from an independent committee of Nexa's board.

Nexa currently owns and operates five polymetallic mines across Peru and Brazil, alongside three zinc smelters. Its broader portfolio includes development assets such as the Aripuanã mine in Brazil, Atacocha in Peru, and the Pasco Complex.

“We are pleased to announce the proposed transaction with Boliden and the opportunity to become part of a company with a long-standing track record of excellence and expertise in mining and smelting. This represents an exciting opportunity for Nexa to work alongside a global mining and metals group with highly complementary operations.” — Ignacio Rosado, CEO of Nexa

Boliden is a Swedish metals group employing approximately 8,000 personnel with annual revenues of roughly SEK 90 billion, operating across exploration, mining, smelting, and recycling.

Read the full announcement: Votorantim S.A. Signs Agreement to Sell Controlling Stake in Nexa Resources to Boliden