Boliden plans to acquire a 64.7% stake in Nexa Resources (NEXA.US) for $1.31 billion, advancing into the Latin American mining sector.

According to reports from Zhihu Finance APP, Boliden AB has signed a definitive agreement with Votorantim S.A. to acquire all Nexa Resources (NEXA.US) shares held by Votorantim, thereby obtaining approximately 64.68% of the majority voting rights in this Latin American zinc and silver producer. Under the terms of the agreement, Votorantim will receive 0.250 newly issued Boliden shares for each Nexa share it holds. After the transaction is completed, Votorantim will hold about 7.0% equity in Boliden.

The share exchange ratio corresponds to a valuation of $15.29 per Nexa share, implying a total transaction consideration of approximately $1.31 billion, a total implied equity value of about $2.025 billion, and an enterprise value of around $3.666 billion.

This acquisition will expand Boliden's business footprint to Brazil and Peru. After the merger, the company will have 12 mining units and 8 smelting plants spanning Europe and Latin America.

This transaction is conducted entirely as a share swap and will not burden Boliden's balance sheet. It is expected to be accretive to earnings per share by more than 8%, while Boliden’s existing dividend policy and financial targets remain unchanged.

Votorantim will receive approximately 21.4 million newly issued Boliden shares, with a tiered three-year lock-up period, and will also gain a representative seat on Boliden’s board of directors.

After closing, Boliden will launch a voluntary cash tender offer for the remaining approximately 35.32% of Nexa’s publicly traded shares, while at the same time initiating a mandatory tender offer for Nexa’s Peruvian-listed subsidiary.

Boliden has secured a fully committed $2 billion bridge loan to support the tender offer funding needs and possible debt refinancing arrangements.

The transaction remains subject to approval by the shareholders of both Boliden and Nexa at their respective extraordinary general meetings, as well as obtaining the necessary competition regulatory and foreign direct investment approvals.

The transaction is expected to close in the first quarter of 2027.