Arendt & Medernach, alongside Sullivan & Cromwell LLP and Mannheimer Swartling Advokatbyrå AB, advise Boliden AB on the acquisition of a controlling stake in Nexa Resources, implying a total equity value of approximately USD 2 billion

Experts involved in the Deal

Corporate Law, Mergers & Acquisitions

• Carsten Opitz
• Natalia Tsirmpa
• Ivan Ganchev

Finance & Capital Markets

• François Warken

Employment Law, Pensions & Benefits

• Lorraine Chéry
• Louis Arendt

Arendt & Medernach advised Boliden AB (Boliden), one of Europe’s leading producers of sustainable metals and listed on the Large Cap segment of Nasdaq Stockholm, on all Luxembourg law aspects of the acquisition of a controlling 64.68% stake in Nexa Resources SA (Nexa), a zinc and silver producer with operations in Brazil, Peru and other jurisdictions, incorporated under the laws of Luxembourg and listed on the New York Stock Exchange (NYSE).

Under the terms of the transaction, Boliden will acquire all shares held by Votorantim SA (Votorantim), one of Latin America’s largest investment holding companies, in exchange for newly issued Boliden shares at an exchange ratio of 0.250x, implying a total equity value of approximately USD 2,025 m (equivalent to approximately SEK 19,296 m) and an enterprise value of approximately USD 3,666 m (equivalent to approximately SEK 34,940 m). The total implied consideration for the transaction amounts to USD1,310 m. As a result, Votorantim is to receive 21.4 m newly issued Boliden shares, corresponding to approximately 7.0% of the shares and votes in Boliden, and is prepared to serve as an active shareholder with representation on Boliden’s board of directors.

The transaction will position Boliden as one of the global leaders in zinc mining and smelting and will reinforce its standing in both base and precious metals, while expanding its presence into two highly attractive mining jurisdictions in Latin America.

Following closing, Boliden has agreed to launch a voluntary tender offer to purchase for cash any remaining Nexa shares not acquired through the transaction. In addition, mandatory tender offers for shares in certain of Nexa’s Peruvian subsidiaries will be commenced in accordance with applicable Peruvian regulations.

Arendt & Medernach acted as Luxembourg legal counsel to Boliden, providing comprehensive advice on all Luxembourg law aspects of the transaction, including corporate and M&A matters relating to Nexa as a Luxembourg law governed company listed on the NYSE, closing and post-closing governance arrangements, capital markets aspects, and employment law matters.