Boliden agrees €1.12 billion deal for control of Nexa in major Latin American expansion

Swedish mining and smelting group Boliden has agreed to acquire control of Nexa Resources, marking its entry into Brazil and Peru and creating a significantly larger producer of zinc, silver and other metals across Europe and Latin America.

Under the definitive agreement, Brazilian investment group Votorantim will transfer its entire 64.68% interest in Nexa to Boliden. Instead of receiving cash, Votorantim will obtain 21.4 million newly issued Boliden shares, equivalent to approximately 7% of the Swedish company’s expanded capital.

The exchange ratio has been fixed at 0.25 Boliden shares for each Nexa share owned by Votorantim. Based on market prices immediately before the announcement, the transaction implies consideration of approximately €1.12 billion, or around €13.12 per Nexa share.

That price represents a 14.2% premium to Nexa’s 20-day volume-weighted average price before negotiations became public in July and a 6.5% premium to the corresponding average immediately before the definitive agreement.

The operation assigns Nexa an equity value of approximately €1.74 billion and an enterprise value — including debt and other interests — of around €3.15 billion.

The agreement does not mean that Boliden has already acquired Nexa or that it will immediately own the entire company.

Completion remains conditional on approval from Boliden shareholders at an extraordinary general meeting, changes to Nexa’s board, competition clearance and other regulatory authorisations. Closing is currently expected during the first quarter of 2027.

Once the transaction is completed, Boliden has committed to launching a voluntary cash tender offer for the 35.32% of Nexa shares held by minority investors on the New York Stock Exchange.

The price of that second offer has not yet been fixed. It will be calculated using the agreed share-exchange ratio and Boliden’s average market price during the 20 trading days preceding completion.

Boliden will also be required to make separate offers for minority stakes in certain publicly traded Peruvian subsidiaries of Nexa. Those procedures are expected to begin within six months of the main transaction’s closing.

Consequently, the initial €1.12 billion valuation of Votorantim’s stake should not be confused with the final cost of potentially acquiring all of Nexa. The total cash requirement will depend on Boliden’s share price, minority-shareholder participation and the valuations established under Peruvian regulations.

Boliden has arranged a committed bridge-financing facility of approximately €1.72 billion to cover the future tender offers, possible refinancing needs within Nexa and other transaction-related requirements.

Using newly issued shares for the controlling stake allows Boliden to preserve cash during the first stage. However, the additional shares will dilute its existing shareholders by approximately 7%.

Votorantim will retain substantial exposure to Nexa’s assets indirectly through its new interest in Boliden. It will also be entitled to propose a representative for the Swedish group’s board, subject to approval under Sweden’s foreign direct investment legislation.

The structure therefore transforms Votorantim from Nexa’s controlling shareholder into one of Boliden’s largest strategic investors instead of producing a complete separation between the Brazilian group and the mining business.

For Boliden, the central attraction is Nexa’s integrated portfolio of mines and smelters.

Nexa operates five mining units and three zinc smelters across Brazil and Peru. Its mines include Cerro Lindo, El Porvenir and Atacocha in Peru, together with Vazante and Aripuanã in Brazil.

The company also controls the Cajamarquilla smelter near Lima and the Três Marias and Juiz de Fora facilities in the Brazilian state of Minas Gerais.

Cajamarquilla is Latin America’s largest zinc smelter and one of the five largest worldwide by production volume. Nexa is responsible for approximately 4% of global zinc production and is the region’s only producer of metallic zinc outside Mexico.

Its portfolio is polymetallic. Alongside zinc, the company produces copper, lead, silver and gold, giving Boliden broader exposure to both industrial and precious metals.

During 2025, Nexa’s mines produced approximately 315,600 tonnes of zinc, 33,400 tonnes of copper and 63,100 tonnes of lead contained in concentrates. They also generated 10.9 million ounces of silver and more than 38,000 ounces of gold.

Its smelters produced approximately 564,400 tonnes of zinc metal and zinc oxide during the same year.

Nexa reported 2025 revenue of around €2.57 billion, adjusted EBITDA of approximately €662 million and capital expenditure of about €302 million. It employed nearly 15,600 people, including permanent contractors.

Its results strengthened further during the first half of 2026. Revenue reached approximately €1.54 billion, while adjusted EBITDA climbed to around €488 million, producing a margin of 32%. Net profit stood at approximately €185 million.

Those earnings help explain Boliden’s decision to use the transaction to expand beyond its traditional European base.

The Swedish group currently operates mines, smelters and recycling facilities across countries including Sweden, Finland, Norway, Ireland and Portugal. Its products include zinc, copper, lead, nickel, silver and gold.

In April 2025, Boliden completed the acquisition of the Neves-Corvo copper and zinc mine in Portugal and the Zinkgruvan zinc mine in Sweden. The group paid approximately €1.20 billion, with additional payments of up to €129 million linked to commodity prices and operating conditions.

That acquisition almost doubled Boliden’s zinc-concentrate production and significantly increased its copper exposure. Buying Nexa’s controlling stake represents a second major expansion in less than two years and moves the group from a predominantly European producer towards a transatlantic mining platform.

After closing, Boliden and Nexa will jointly operate 12 mining units and eight smelters.

Their combined revenue for the 12 months ended in June 2026 was approximately €12.2 billion, with EBITDA of around €3.48 billion.

Boliden estimates that fully consolidating Nexa could increase its earnings per share by more than 8% immediately, even after the dilution created by issuing shares to Votorantim.

The industrial logic centres primarily on zinc.

The metal is widely used to protect steel from corrosion and is therefore essential for construction, vehicles, renewable-energy infrastructure, power transmission and industrial equipment. Nexa provides Boliden with both additional mine production and refining capacity, reducing reliance on external concentrate suppliers across different parts of the commodity cycle.

Silver offers a second strategic attraction. Demand for the metal is supported by solar panels, electronics, electrical systems and other high-technology applications. Nexa’s substantial silver output could strengthen Boliden’s precious-metals portfolio without requiring an independent acquisition in that segment.

Copper, lead and gold provide further diversification, while Nexa’s exploration and expansion projects create potential for extending mine lives and increasing production.

Boliden also gains access to local knowledge accumulated over more than 65 years of mining and smelting activity in Latin America. Votorantim’s continued presence as a shareholder could help the Swedish group navigate regulatory, political and commercial conditions in Brazil and Peru.

The transaction nevertheless carries significant integration and financial risks.

Nexa reported net debt of approximately €1.15 billion at the end of June. If the transaction had already been completed at that date, Boliden estimates that its consolidated net debt-to-equity ratio would have increased from 24% to approximately 33%.

The eventual acquisition of minority shares could raise leverage further, depending on participation in the tender offers and the permanent financing structure selected after closing.

The company will also become more exposed to exchange-rate movements, Latin American regulation, local political conditions and operational risks associated with underground mines and complex smelting facilities.

Mining projects in Brazil and Peru face increasingly demanding requirements involving environmental permits, water use, tailings management, community relations and worker safety. Extracting operational efficiencies without weakening those standards will be one of the principal tests of the integration.

Boliden intends to manage Nexa through its board while keeping the existing management team largely in place. Four of the seven directors expected to sit on Nexa’s new board would be affiliated with the Swedish group.

Nexa will remain a separate legal entity incorporated in Luxembourg, continue trading on the New York Stock Exchange and be reported as an independent segment in Boliden’s financial statements.

This structure should limit immediate operational disruption, but control over strategy, investment and capital allocation will effectively move from Votorantim to Boliden.

The deal reflects a wider repositioning among European mining companies. Electrification, renewable energy, grid investment and supply-chain security are increasing the strategic value of zinc, copper, silver and other industrial metals.

European groups are consequently seeking larger resource bases, longer mine lives and greater geographic diversification at a time when developing new mines is becoming slower and more expensive.

For Boliden, Nexa offers something difficult to recreate organically: operating mines, established smelters, regional expertise and a meaningful share of global zinc production.

The transaction will be transformative if it reaches completion. It would establish Boliden as a major mining and metals producer on both sides of the Atlantic while giving Votorantim a direct stake in a larger European-led group.

Its success, however, will depend on more than securing regulatory approvals. Boliden must integrate €3.15 billion in enterprise value, manage higher leverage and convert Nexa’s Latin American platform into sustainable growth without losing the operational knowledge that made the assets attractive in the first place.