By Brazil Stock Guide – Swedish mining and metals group Boliden has agreed to acquire Votorantim’s controlling stake in Nexa Resources in an all-share transaction that values the Latin American zinc producer at about $2.03 billion, expanding Boliden beyond Europe and creating one of the world’s largest integrated zinc groups.

Under the agreement announced on Thursday, Boliden will acquire Votorantim’s 64.68% stake in Nexa in exchange for 0.25 newly issued Boliden shares for each Nexa share. Votorantim will receive about 21.4 million Boliden shares and emerge with roughly 7% of the Swedish company.

Based on Boliden’s closing share price on Wednesday, the exchange ratio implies a value of $15.29 per Nexa share and total consideration of about $1.31 billion for Votorantim’s holding. The price represents a 14.2% premium to Nexa’s 20-day volume-weighted average price as of July 1, the last unaffected trading day before reports of talks between the companies moved the stock, and a 6.5% premium to the 20-day average through Aug. 26.

The transaction implies an equity value of about $2.025 billion and an enterprise value of $3.666 billion for Nexa. The latter includes $1.336 billion of reported net debt and $306 million of non-controlling interests as of the end of June.

The deal marks a major geographic shift for Stockholm-listed Boliden, whose mining and smelting operations have historically been concentrated in Europe. Nexa operates five mines and three smelters across Brazil and Peru and generated $3.00 billion in revenue and $772 million in adjusted EBITDA in 2025. Mining accounted for about 85% of its EBITDA.

Boliden said the combination would make it one of the world’s largest zinc producers. Based on Wood Mackenzie estimates presented by the company, Boliden and Nexa together would produce about 790,000 tonnes of zinc in concentrate in 2026, ranking second globally behind Hindustan Zinc’s estimated 850,000 tonnes and ahead of Glencore.

The combined group would also rank among the world’s largest producers of refined zinc, with estimated 2026 output of about 1.17 million tonnes, close to Glencore and behind Korea Zinc, according to the same industry data.

Nexa would give Boliden control of major Latin American assets including the Vazante and Aripuanã mines in Brazil, Cerro Lindo in Peru and the Cajamarquilla smelter outside Lima. Cajamarquilla has annual refined-metal capacity of about 345,000 tonnes and is described by Boliden as the largest zinc smelter in the Americas and the fifth largest globally.

For Votorantim, the transaction represents an exchange of direct control of Nexa for a significant strategic stake in a larger global metals producer rather than an exit from the sector. The Brazilian group plans to remain a long-term shareholder of Boliden and will have the right to propose a representative to its board.

The Nexa transaction is the latest step in Votorantim’s long-running transformation from a traditional industrial conglomerate into a diversified investment holding company. The group has described the 2015-2021 period as a shift “from an industrial conglomerate to an investment holding company,” a process that included Nexa’s 2017 IPO, the combination of its Brazilian long-steel operations with ArcelorMittal and the merger of pulp producer Fibria with Suzano in 2018, followed by the 2021 listing of aluminum producer CBA.

More recently, Votorantim has expanded its investments in areas including infrastructure, renewable energy, real estate and pharmaceuticals. The transfer of control of Nexa fits that broader strategy: Votorantim is giving up direct control of the mining company while retaining exposure to the sector through a roughly 7% stake in Boliden and representation on the Swedish company’s board.

Most of the Boliden shares received by Votorantim will be subject to staggered lock-ups. Twenty-five percent will be locked for one year, another 25% for two years and another 25% for three years, while the remaining quarter will be unrestricted from closing.

Boliden expects the acquisition to be immediately accretive to earnings per share, adding more than 8% based on 2026 estimates despite the roughly 7% dilution resulting from the issuance of new shares to Votorantim.

Boliden and Nexa generated combined rolling 12-month EBITDA of about $4 billion through June, of which Nexa contributed roughly $1.1 billion, according to Boliden’s presentation.

Minority shareholders to receive cash offer

Minority investors hold the remaining 35.32% of Nexa, whose shares trade on the New York Stock Exchange. After completing the acquisition of Votorantim’s stake, Boliden has agreed to launch a voluntary cash tender offer for any Nexa shares it does not already own.

The cash price for that offer has not been fixed at $15.29. Instead, it will be determined using the same 0.25 exchange ratio agreed with Votorantim and the 20-day volume-weighted average price of Boliden shares immediately before closing.

As a result, the eventual price offered to Nexa minority shareholders will depend on Boliden’s share price closer to completion of the transaction and could differ from the current implied value.

Boliden is expected to launch the offer within 30 days after closing, or within 60 days in certain circumstances. It will also be required to make mandatory tender offers for minority stakes in some of Nexa’s publicly traded Peruvian subsidiaries.

The Swedish company has secured a fully committed $2 billion bridge facility that can be used to finance the Nexa minority offer, the Peruvian tender offers and potential refinancing needs within Nexa.

The transaction is expected to close in the first quarter of 2027 and remains subject to regulatory approvals as well as shareholder votes at Boliden and Nexa. Boliden shareholders must approve the issuance of the new shares to Votorantim by a simple majority.

Nexa is expected to remain a separate legal entity and continue trading on the NYSE after the transaction. Boliden plans to fully consolidate the company in its financial statements and report Nexa as a separate business segment.

Nexa’s existing management is expected to largely remain in place, while four of the seven directors on its new board are expected to be affiliated with Boliden.

For three years after closing, additional purchases of Nexa shares by Boliden or certain transactions that could facilitate a change of control will, subject to exceptions, require approval from an independent and disinterested committee of Nexa directors.