Boliden Agrees to Acquire 64.7% of Nexa Resources in $1.31 Billion All-Share Deal

Deal Overview

Boliden AB and Votorantim S.A. have signed a definitive agreement under which Boliden will acquire all of Votorantim’s shares in Nexa Resources S.A., just under 85.7 million of the 132.4 million shares outstanding. Votorantim is paid in newly issued Boliden stock rather than cash, and gains the right to propose one representative for election to the Boliden board, subject to approval under the Swedish FDI Act.

Nexa is a Luxembourg-registered mining and smelting company with operations in Brazil and Peru, listed on the New York Stock Exchange since 2017. Its remaining free float stays listed after closing.

Boliden confirmed it was in talks on July 2, 2026, after a market report moved Nexa’s share price. The August 27 announcement puts a definitive agreement behind those discussions.

Transaction Terms

The exchange ratio is fixed at 0.250x. Valued off Boliden’s SEK 583.40 close on August 26 and a spot rate of 9.54 SEK to the dollar, that implies $15.29 per Nexa share and total consideration to Votorantim of $1,310 million.

Against Nexa’s full share count, the same ratio implies an equity value of approximately $2,025 million and, adding reported net debt of $1,336 million and non-controlling interests of $306 million as of June 30, 2026, an enterprise value of approximately $3,666 million on a 100% basis.

Two premium figures appear because the talks leaked. Boliden’s release says Nexa’s shares rose sharply on July 2, 2026 after a market report of the discussions, and treats July 1 as the last unaffected trading day. Against the 20 sessions to that date the terms represent a 14.2% premium. Against the 20 sessions to August 26, by which point the news was in the price, they represent 6.5%.

The ratio is fixed in shares, not dollars, so the value of the consideration moves with Boliden’s share price. Boliden closed the announcement day at SEK 566.80, down 2.85%, which on the 9.54 rate Boliden used puts 0.250 shares at about $14.85 against the $15.29 struck off the previous close. Nexa closed at $13.90, down 10.8% from $15.58, leaving it roughly 6% below even that reduced figure. A gap of that kind is normal for a deal still five months and several approvals from closing, and it widens or narrows with Boliden’s own share price. Prices are exchange data and the calculation is ours.

What Boliden Is Buying

Nexa has been mining and smelting in Latin America for more than 65 years. It runs five mining units and three smelter units, and reported 2025 revenue of $3,002 million and adjusted EBITDA of $772 million on a consolidated 100% basis, 85% of it from mining. Net leverage stood at 1.7x.

Cerro Lindo in Peru is the largest of the mines and the largest underground mine in the country, and produced 87kt of zinc and 27kt of copper in 2025. Vazante in Brazil is the zinc mainstay at 128kt and feeds the Três Marias smelter directly. El Porvenir and Atacocha, both in Peru, are older polymetallic operations, Atacocha in production since 1938. Aripuanã in Brazil is the newest.

The smelting side is anchored by Cajamarquilla in Peru, which Nexa describes as the largest zinc smelter in Latin America excluding Mexico and, on Wood Mackenzie’s ranking, the fifth largest in the world. Nexa’s Form 20-F gives it nominal capacity of 344.4kt and 2025 output of 345.3kt of zinc metal available for sale. Três Marias has nominal capacity of 192.2kt and produced 157.3kt of zinc metal and oxide. Juiz de Fora, which runs on recycled secondary feed, has capacity of 96.9kt and produced 61.8kt.

Boliden does not own all of it outright. Nexa’s Form 20-F states that Cerro Lindo and El Porvenir are held through entities 83.55% owned by Nexa Resources, and Atacocha through a holding company 83.01% owned. Boliden’s presentation rounds these to 84% and 83%. The listed Peruvian minorities alongside them trigger a separate set of tender offers after closing.

Strategic Rationale

Boliden has spent the last decade building a European base and precious metals business, most recently absorbing Neves-Corvo and Zinkgruvan from Lundin Mining in April 2025. Nexa takes it outside Europe for the first time at scale, into two countries where it already buys raw material.

Staffas put silver ahead of copper in his own summary of what the deal adds, and the production numbers support that ordering.

Votorantim staying in as a shareholder, rather than taking cash and leaving, gives Boliden a counterparty with local standing in Brazil and Peru through the integration. Boliden’s presentation leans on third-party data for the jurisdictions, citing the Fraser Institute’s 2026 regional survey ranking Brazil first on investment attractiveness and describing Peru as the world’s second largest zinc producer.

Growth is the other stated reason. Boliden’s pipeline slide sets Cerro Pasco Integration, Hilarión, Florida Canyon Zinc and Bonsucesso alongside its own Laver, Tara Deep, Nautanen and Garpenberg expansions. Boliden labels that list illustrative and attaches no production or capital figures to the Nexa projects.

The Combined Metal Mix

On 2025 figures, with Nexa consolidated at 100%, the combination changes Boliden’s scale unevenly. Zinc and lead close to double; copper and gold move far less.

Mine rows are metals contained in concentrate, with Nexa consolidated at 100%. Boliden’s figures match its own 2025 year-end report. The smelter row reproduces Boliden’s presentation figure for Nexa, which corresponds to Nexa’s metal sales; Nexa’s Form 20-F reports 2025 smelter production of 564kt (Cajamarquilla 345.3kt, Três Marias 157.3kt, Juiz de Fora 61.8kt), so that row mixes bases. Boliden’s presentation gives combined gold as 6.330t on one slide and 0.514t on another; the figure above is the sum of the stated components.

Zinc reserves rise from 7.0 to 11.0 million tonnes contained, and resources including reserves from 18.0 to 32.2 million tonnes. Boliden will operate 12 mining units and 8 smelters after closing.

Boliden’s presentation reproduces Wood Mackenzie estimates for 2026 under which the combined company would rank second among zinc miners at 790kt, behind Hindustan Zinc on 850kt and ahead of Glencore on 723kt, and third in zinc smelting at 1,170kt. Boliden alone ranks fourth and seventh. These are third-party forecasts, not reported figures.

Nexa’s copper is essentially a single asset. Its 33kt comes almost entirely from Cerro Lindo, which produced 27.1kt in 2025, and most of the development portfolio is zinc, although Nexa’s Form 20-F also lists Magistral, a copper and molybdenum project in Peru that does not appear on the pipeline slide in Boliden’s presentation.

Boliden will consolidate all of Nexa’s output but own 64.68% of it, against a share count about 7% larger. On 2025 volumes that leaves the copper attributable to each existing Boliden share up by roughly a tenth, and more if the tender offer takes Nexa to full ownership. Zinc and silver still account for most of what the deal adds.

Balance Sheet and Financing

Paying in shares avoids a cash outlay at closing, but Nexa consolidates in full from that point and its debt comes across with it. Boliden’s net debt to equity was 24% at June 30, 2026. Boliden calculates that a completed transaction on that date would have produced a combined ratio of approximately 33%.

On a rolling twelve months to June 30, 2026, the two had combined revenue of about SEK 136 billion and EBITDA of about SEK 38 billion, of which Nexa contributed around SEK 10 billion against roughly SEK 4 billion of the SEK 20 billion combined capex. Nexa’s return on capital employed was approximately 20% in Q2 2026.

Boliden has secured a fully committed bridge facility of $2.0 billion, arranged by Danske Bank and ING. The facility is not for the acquisition itself, which is paid in shares. It covers the cash tender offer for Nexa’s free float, the mandatory offers to Peruvian subsidiary minorities, and Boliden’s pro rata share of any refinancing needed inside Nexa. A long-term financing structure will be settled after closing.

Boliden states that its dividend policy and financial targets are unchanged. Nexa will be consolidated in full from closing, with the free float carried as a non-controlling interest, and reported as a separate segment.

Tender Offers, Conditions and Timeline

Closing requires Boliden shareholders to authorize the share issue at an extraordinary general meeting, on a simple majority of votes cast. Nexa shareholders must also approve a new Nexa board, expected to have seven directors of whom four would be affiliated with Boliden. Competition and other regulatory clearances are outstanding.

Boliden will start the voluntary offer within 30 days of closing, or 60 in certain circumstances, at a price set by the same 0.250x ratio and the 20-day VWAP of Boliden’s shares before closing. Minority holders therefore carry Boliden’s share price for the intervening months without owning Boliden stock. The Peruvian offers are expected within six months of closing.

For three years after closing, Boliden cannot buy further Nexa shares or facilitate a change of control there without consent from an independent committee of the Nexa board. Nexa remains a Luxembourg entity, stays listed on the NYSE, and continues to rely on the foreign private issuer and controlled company exemptions.

Votorantim’s lock-up is staggered. A quarter of its Boliden shares are free at closing, a quarter are locked for one year, a quarter for two and a quarter for three. The restrictions fall away if Mikael Staffas stops being chief executive, if Karl-Henrik Sundström stops being chairman, or if Votorantim’s board representative is removed or not re-elected.

RBC Capital Markets is lead financial advisor to Boliden, with SEB Corporate Finance, Evercore and JP Morgan alongside it and Sullivan & Cromwell and Mannheimer Swartling as counsel. Nexa engaged Goldman Sachs and Cleary Gottlieb Steen & Hamilton.