Boliden AB and Votorantim SA have entered into a definitive agreement pursuant to which Boliden will acquire all of Votorantim’s shares in Nexa Resources SA. Under the terms of the transaction, Boliden will become the owner of 64.68% of the total number of shares and votes in Nexa, with Votorantim becoming owner of approximately 7% of the total number of shares and votes in Boliden. Votorantim is prepared to be an active shareholder in Boliden, with representation on Boliden’s Board of Directors.
Closing of the transaction is subject to certain conditions, including approval by Boliden’s shareholders at an extraordinary general meeting (EGM) and receipt of regulatory approvals. Following closing, Boliden has agreed with Nexa to launch a voluntary tender offer (VTO) to purchase for cash any Nexa shares not acquired through the transaction.
Nexa’s assets include the largest underground zinc mine in Peru (Cerro Lindo) and the largest zinc smelter in the Americas (Cajamarquilla). As a result, it accounts for about 4% of the world’s zinc production and it is the only producer of metallic zinc in Latin America, excluding Mexico. It also produces copper, lead, silver and gold as by-products.
Cerro Lindo began operations in 2007, and in 2025 it produced 248,000 metric tons of zinc equivalent. Other mines in Peru include Atacocha, Nexa’s oldest operation, having begun operations in 1938. In 2025, it produced 50,000 metric tons of zinc equivalent. El Porvenir Operations began in 1949, and in 2025 it produced approximately 142,000 metric tons of zinc equivalent. In Brazil, Nexa operates Aripuanã in the state of Mato Grosso. It is a new underground polymetallic mine that began operations in 2022. In 2025, it made significant progress in achieving operational stability, producing 97,000 metric tons of zinc equivalent. Finally, Vazante is an open-pit and underground polymetallic mine located in the state of Minas Gerais that has been in operation since 1969. It is considered one of the 30 largest zinc mines in the world. In 2025, it produced 135,000 metric tons of zinc equivalent.
“In addition to positioning Boliden as one of the leading zinc providers in the world, the transaction will reinforce our standing as a globally important base metal producer and bring a healthy addition to our precious metal business with a large increase to our output of silver in concentrate. Furthermore, Boliden’s and Nexa’s combined project portfolio will be highly attractive and present a solid foundation for future growth. Also, I am very confident that entering two highly attractive mining and smelting jurisdictions in Latin America together with an experienced partner, who will also become a significant Boliden owner, will bring benefits to internal and external stakeholders both short-term and long-term,” commented Mikael Staffas, President and CEO, Boliden.
Boliden will become the majority shareholder in Nexa, a zinc and silver producer with operations in Brazil and Peru, expanding its position as one of the global leaders in zinc mining and smelting, and reinforcing Boliden’s standing within both base and precious metals. The transaction enhances Boliden’s growth profile and expands its presence into two highly prolific mining jurisdictions in Latin America. It says the transaction will create a geographically diversified and resilient base and precious metal business with significant scale and growth upside.
On the rationale for the transaction, Boliden says its strong European experience coupled with Nexa’s notable Latin American operations are expected to create a strong zinc business with a significant silver component that leverages local know-how and operational excellence in attractive mining jurisdictions. As a large, long-term shareholder of Boliden, Votorantim, one of Latin America’s largest investment holding companies, will provide valuable regional experience.
Boliden will combine its European base and precious metals mining and smelting operations with Nexa’s Latin American assets. Boliden adds that its century-long track-record combined with Nexa’s 65+ year history of regional expertise provides a proven foundation for future sustainable and long-term value creation, underpinned by unwavering commitment to safe and responsible business practices. “The transaction allows Boliden to leverage its long-standing technical expertise and operational excellence in unlocking additional value from Nexa’s growth pipeline.”
Following closing, Boliden (including through Nexa) will operate a portfolio of 12 mining units and 8 smelter units across Europe and Latin America. Subject to receipt of all regulatory approvals, the transaction is expected to lead to a significant increase in Boliden’s production of finished metals as well as metals in concentrate.
Closing is also conditional upon approval by Nexa’s EGM for appointment of a new Nexa Board of Directors. Following Closing, Boliden currently expects that Nexa would have a Board of seven Directors, of which four Directors would be affiliated with Boliden. It is also subject to competition and other regulatory approvals, as well as other customary closing conditions. Boliden currently expects that the Transaction will close during the first quarter of 2027.
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