Swedish mining giant Boliden AB has acquired a controlling stake in Nexa Resources (NEXA) through an all-share exchange transaction, achieving a strategic positioning in core mineral assets in Latin America without burdening its balance sheet. The transaction not only reinforced market confidence through the financial expectation of accreted earnings per share, but also demonstrated meticulous transaction execution planning through a clear subsequent tender offer pathway and bridge financing arrangements.
Swedish mining giant Boliden AB recently announced that it has signed a definitive share exchange agreement with Brazil-based Votorantim S.A. to acquire all of the latter’s shares in Nexa Resources. Upon completion of this transaction, Boliden will obtain approximately 64.68% of the voting rights in this Latin American zinc and silver producer, representing a majority stake. This move marks the official expansion of Boliden’s business footprint into Brazil and Peru, with the combined entity possessing 12 mining units and 8 smelters spanning Europe and Latin America, representing a critical step forward in its global expansion.
Under the terms of the agreement, each Nexa share held by Votorantim will be exchanged for 0.250 newly issued Boliden shares. Upon completion of the transaction, Votorantim will hold approximately 7.0% of Boliden’s equity and receive approximately 21.4 million new shares, subject to a staggered three-year lock-up arrangement, and will obtain a representative seat on Boliden’s board of directors. The exchange ratio implies a valuation of USD 15.29 per Nexa share, with total transaction consideration of approximately USD 1.31 billion, corresponding to an aggregate equity value of approximately USD 2.025 billion and an enterprise value of approximately USD 3.666 billion.
Notably, this transaction is structured as an all-share exchange and will not impose any burden on Boliden’s existing balance sheet. Market analysis suggests that the integration is expected to accrete the company’s earnings per share by more than 8%, and Boliden’s existing dividend policy and financial targets remain unchanged, demonstrating management’s full confidence in the post-merger synergies.
Following the closing of the transaction, Boliden plans to launch a voluntary tender offer in cash for the remaining approximately 35.32% of Nexa’s publicly traded shares, and concurrently initiate a mandatory tender offer for Nexa’s subsidiary listed in Peru. To support the aforementioned funding requirements and potential debt refinancing arrangements, Boliden has secured a fully committed bridge loan facility of USD 2.0 billion. According to the official timeline, all transactions are expected to be completed in the first quarter of 2027.
