Swedish mining group Boliden AB has entered into a definitive agreement with Votorantim S.A. to acquire all shares held by Votorantim in Nexa Resources S.A., securing roughly 64.68% of the voting power in the Latin American zinc and silver producer.

Under the terms of the deal, Votorantim will receive 0.250 newly issued Boliden shares for each Nexa share it holds, resulting in Votorantim owning approximately 7.0% of Boliden's equity upon completion. The exchange ratio implies a valuation of $15.29 per Nexa share, with a total transaction value of around $1.31 billion, an implied equity value of approximately $2.025 billion, and an enterprise value of about $3.666 billion.

This acquisition extends Boliden's operational footprint into Brazil and Peru, creating a combined entity with 12 mining units and 8 smelters spanning Europe and Latin America. Structured as an all-share transaction, the deal avoids any burden on Boliden's balance sheet and is expected to boost earnings per share by more than 8%, while the company's existing dividend policy and financial targets remain unchanged.

Votorantim will receive approximately 21.4 million newly issued Boliden shares, subject to a tiered three-year lock-up arrangement, and will also secure representation on Boliden's board of directors. Following the closing of the transaction, Boliden intends to launch a voluntary cash tender offer for the remaining roughly 35.32% of Nexa's publicly traded shares, alongside a mandatory tender offer for Nexa's Peru-listed subsidiary.

To support the tender offer funding and potential debt refinancing needs, Boliden has secured a fully committed bridge loan of $2.0 billion. The transaction remains subject to approval by shareholders of both Boliden and Nexa Resources S.A. at extraordinary general meetings, as well as relevant competition and foreign direct investment regulatory clearances. Completion is anticipated during the first quarter of 2027.