Brazil’s Votorantim Hands Nexa Control to Sweden’s Boliden
Brazil · MINING
Key Facts
- —Stake Boliden takes 64.68% of Nexa Resources from Votorantim.
- —Structure All-share swap of 0.250 new Boliden shares per Nexa share.
- —Value Total consideration of US$1.31 billion, or US$15.29 per Nexa share.
- —Minorities Cash tender offer for remaining Nexa shares within 30 days of closing.
- —Timing Completion expected in the first quarter of 2027, subject to approvals.
The Boliden Nexa deal moves five Latin American mines and three zinc smelters under Swedish ownership, with no cash changing hands.
Votorantim has agreed to hand control of zinc producer Nexa Resources to Sweden’s Boliden. The Boliden Nexa deal is an all-share exchange worth US$1.31 billion, with no cash for the seller.
What Votorantim agreed to sell
Votorantim signed a definitive agreement on August 27, 2026, to transfer control of Nexa Resources to Boliden. The Boliden Nexa deal covers 64.68% of the Luxembourg-registered miner’s total shares and voting rights.
There is no cash component for Votorantim, which is taking Boliden stock instead. Boliden will issue 0.250 newly created shares for each Nexa share it receives.
That works out to 21.4 million new Boliden shares, valued at US$1.31 billion. Boliden’s share count rises from 284,225,454 to 305,639,236 once the exchange settles.
Nexa reported the agreement to the United States Securities and Exchange Commission, or SEC, in a 6-K filing. Boliden issued a parallel regulatory statement through Nasdaq Stockholm, where its own shares trade.
The price and the premium math
The exchange ratio implies a price of US$15.29 for each Nexa share. That values all of Nexa’s equity at roughly US$2.03 billion.
Boliden called the price a 14.2% premium to Nexa’s 20-day volume-weighted average price on July 1, 2026. Against the same 20-day average on August 26, the premium narrows to 6.5%.
Nexa’s last closing price before the announcement was US$15.58 on August 26 in New York. On that measure the implied price sits about 1.9% below the market rather than above it.
Nexa shares closed at US$14.07 on August 27, down roughly 9.7% on the day. The Boliden Nexa deal puts Nexa’s enterprise value, including debt, at about US$3.67 billion.
Votorantim swaps control for Boliden stock
Votorantim ends up holding about 7% of Boliden’s shares and votes. The Boliden Nexa deal turns the Brazilian group into a substantial minority owner of the Swedish miner.
The stock arrives with staggered lock-ups covering three quarters of the holding. One quarter is locked for a year, another for two years and another for three.
Votorantim also gains the right to propose one director for Boliden’s board. That right depends on Sweden clearing the transaction under its foreign direct investment screening rules.
Once the swap completes, Votorantim keeps no direct stake in Nexa itself. Its exposure to the Brazilian and Peruvian mines becomes indirect, through its Boliden shares.
What minority shareholders get
The Boliden Nexa deal does not squeeze out Nexa’s minority holders at signing. Boliden agreed to launch a voluntary cash tender offer for their shares within 30 days of closing.
The offer price will apply the same 0.250 ratio to Boliden’s 20-day average price before closing. Minority investors therefore carry Boliden share-price risk until that window opens.
Nexa is expected to stay listed on the New York Stock Exchange, or NYSE, after control changes hands. It reports to the SEC, not to Brazil’s market regulator CVM, the Comissão de Valores Mobiliários.
Two Nexa units listed in Lima, Nexa Resources Peru and Nexa Resources Atacocha, trigger separate duties. Boliden must launch mandatory tender offers for their minority shares within six months of closing.
The mines and smelters changing hands
Nexa runs five producing mines across Peru and Brazil. Cerro Lindo, El Porvenir and Atacocha sit in Peru, while Vazante and Aripuanã are in Brazil.
Mined zinc output reached about 316,000 tonnes in 2025, with Vazante alone contributing 128,000 tonnes. Cerro Lindo added 87,000 tonnes, El Porvenir 53,000 tonnes and Aripuanã 35,000 tonnes.
Three zinc smelters also change hands: Cajamarquilla near Lima, plus Três Marias and Juiz de Fora in Minas Gerais. Cajamarquilla made 346,000 tonnes of zinc metal last year and is the largest such plant in the Americas.
Morro Agudo, often still listed among Nexa’s Brazilian mines, stopped producing in 2024 and contributed nothing in 2025. Nexa guides to 310,000 to 360,000 tonnes of mined zinc in 2026 and capital spending of US$381 million.
What it means on the ground
Nexa employed 3,532 people in Brazil and 2,065 in Peru at the end of 2025. It also used close to 10,000 fixed-term contractors across the two countries.
Boliden says Nexa will be operated and reported as a separate business. The sale happens at the Luxembourg parent level, so the Brazilian and Peruvian operating companies are not themselves sold.
Peru’s mining sector transferred 13.1 billion soles (US$3.91 billion) to regional and local governments through July 2026. That conversion uses the Banco Central de Reserva del Perú interbank selling rate of 3.350 on August 26.
Governance, approvals and timing
Boliden expects Nexa’s board to comprise seven directors after closing, four of them affiliated with Boliden. Nexa’s existing management team is expected to remain in place.
For three years after closing, Boliden cannot freely buy more Nexa shares. Further purchases need consent from an independent committee of Nexa’s own board.
Closing needs shareholder votes at both companies plus competition and other regulatory clearances. Only Sweden’s foreign direct investment review was named explicitly in the two announcements.
Brazil’s antitrust body CADE, or Conselho Administrativo de Defesa Econômica, went unnamed, as did Peru’s competition agency Indecopi. Completion is currently expected in the first quarter of 2027.
How the deal ranks in the region
At US$1.31 billion the Boliden Nexa deal is big by Latin American mining standards. No public ranking confirms it as the region’s largest of 2026, so treat that framing with care.
Votorantim’s own sale of aluminium producer CBA is the closest comparison. Chalco and Rio Tinto agreed in January 2026 to buy 68.596% of CBA for about US$903 million.
That deal was priced at R$10.50 per share, valuing the stake near R$4.7 billion (US$910 million). The conversion uses the Banco Central do Brasil PTAX selling rate of 5.1642 on August 27, 2026.
The Anglo American and Teck merger, announced in September 2025 at roughly US$53 billion, is far larger. That transaction, still pending, is built around copper assets in Chile and Peru.
Frequently Asked Questions
What exactly does the Boliden Nexa deal involve?
Boliden acquires 64.68% of Nexa Resources from Votorantim in an all-share exchange worth US$1.31 billion. Votorantim receives 0.250 newly issued Boliden shares for each Nexa share it hands over.
Will Nexa be delisted from the New York Stock Exchange?
Nexa is expected to remain listed in New York and to keep reporting under United States securities law. Boliden will still offer cash for the shares held by minority investors.
What happens to the mines in Peru and Brazil?
The five mines and three smelters keep running, and Boliden plans to operate Nexa as a separate business. Nexa’s management team is expected to stay in place.
Sources
- www.sec.gov
- investors.boliden.com
- www.prnewswire.com
- investors.boliden.com
- www.sec.gov
- www.sec.gov
- ri.nexaresources.com
- www.newsfilecorp.com
- ri.nexaresources.com
- www.mining.com
- www.mining-technology.com
- www.jornaldocomercio.com
- www.businesswire.com
- www.angloamerican.com
- olinda.bcb.gov.br
- estadisticas.bcrp.gob.pe
- www.dipromin.com
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