An Andean mining and processing complex. Image: Skillings Mining Intelligence.
By Penny Langford
Boliden has agreed to acquire Votorantim’s controlling stake in Nexa Resources in a transaction that values the South American zinc and copper producer at approximately €3.15 billion on an enterprise-value basis, expanding the Swedish miner’s presence into Peru and Brazil.
The all-share agreement will give Boliden 64.68% of Nexa’s shares and voting rights. Votorantim will receive approximately 21.4 million newly issued Boliden shares, representing about 7% of Boliden’s enlarged share capital.
The transaction is expected to close in the first quarter of 2027, subject to shareholder approvals and regulatory clearances. Boliden will then seek to acquire Nexa shares held by minority investors through a cash tender offer.
The deal gives Boliden an immediate operating platform in Latin America, including producing mines, smelters, established infrastructure and local management expertise. It also highlights a wider question for European mining: whether established producers can expand faster by buying operating assets abroad than by developing new mines at home.
Key deal terms
| Item | Terms |
|---|---|
| Buyer | Boliden AB, Sweden |
| Target | Nexa Resources S.A., Luxembourg-based and listed on the NYSE |
| Seller | Votorantim S.A. |
| Stake acquired | 64.68% of Nexa shares and voting rights |
| Consideration | 0.250 newly issued Boliden shares for each Nexa share |
| Implied consideration for Votorantim’s stake | Approximately $1.31 billion, or about €1.13 billion |
| Implied Nexa equity value | Approximately $2.03 billion, or about €1.74 billion |
| Implied Nexa enterprise value | Approximately $3.67 billion, or about €3.15 billion |
| Expected closing | First quarter of 2027, subject to conditions |
| Post-closing offer | Voluntary cash tender offer for remaining Nexa shares |
| Boliden bridge facility | $2 billion committed facility |
Figures are based on transaction materials released by Boliden. Euro equivalents are approximate.
The distinction between the headline figures is important. The approximately €3.15 billion figure represents Nexa’s implied enterprise value, including debt and other interests. The consideration for Votorantim’s controlling block is substantially lower because it covers only the shares being transferred to Boliden.
Boliden said the exchange ratio implies a price of $15.29 per Nexa share, representing a 14.2% premium to Nexa’s 20-day volume-weighted average price on July 1, the last unaffected trading day cited in the announcement.
Boliden adds Latin American zinc and copper exposure
Nexa is an integrated polymetallic producer with zinc as its main product. The company operates five mines and three zinc smelters across Brazil and Peru, including the Cajamarquilla zinc smelter near Lima, which Nexa describes as the largest zinc smelter in the Americas.
Its mining portfolio includes underground operations in Peru, Minas Gerais and Mato Grosso, as well as an open-pit mine in Peru. The assets produce zinc alongside copper, lead, silver and other by-products.
For Boliden, the acquisition significantly increases zinc scale while adding further exposure to copper and silver. The Swedish company already operates mines, smelters and recycling facilities across Europe, with zinc and copper at the centre of its base-metals portfolio.
“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,” Boliden CEO Mikael Staffas said in the company’s announcement.
Following completion, Boliden expects to operate 12 mining units and eight smelter units across Europe and Latin America. The company said the combined business would have a more geographically diversified production base and a larger pipeline of potential growth projects.
Processing infrastructure is central to Nexa’s integrated mining and smelting model. Image: Skillings Mining Intelligence.
The structure also limits the immediate cash burden on Boliden. Votorantim will receive shares rather than cash, while Boliden has secured a fully committed $2 billion bridge financing facility to support a possible tender offer for Nexa’s minority shareholders, mandatory offers in Peru and potential refinancing requirements within Nexa.
Boliden said the transaction is expected to be immediately accretive to earnings per share and contribute more than 8% to EPS based on its estimates and broker consensus for Nexa. The company’s net debt-to-equity ratio would rise from 24% to approximately 33% on a pro forma basis, assuming the transaction had closed at the end of June.
A faster route to growth than building at home
The transaction comes as European governments seek to increase domestic production of critical minerals and strengthen regional supply chains. Copper, zinc and other base metals are needed for power grids, transport infrastructure, construction and industrial equipment.
But developing a new mine in Europe can involve lengthy permitting, environmental reviews, community consultations, financing work and construction. The timeline from discovery to production can stretch over many years, even where a project has strong geological potential.
The Mining South East Europe commentary described the Boliden-Nexa transaction as an example of why European miners may choose to expand abroad rather than build equivalent capacity at home.
The logic is straightforward: Nexa offers operating mines, smelters, employees, customer relationships and established transport infrastructure. Boliden can acquire production and development options through one transaction instead of undertaking a greenfield build with uncertain permitting and construction schedules.
That does not mean Boliden is abandoning Europe. The company remains deeply tied to the Nordic mining and metals-processing system, and the transaction will combine, rather than replace, its existing European operations.
However, the acquisition shows how corporate capital is allocated. Mining companies compare projects on expected returns, development timelines, permitting risk, capital requirements and operational certainty. A producing mine in Latin America may offer faster exposure to zinc and copper demand than a new European project that has not yet secured permits.
For policymakers, that creates a challenge. Designating a mineral as strategic does not by itself guarantee that private capital will build new mines within the region. European projects must compete with operating assets in Latin America, Australia, North America and other established mining jurisdictions.
Established mine infrastructure can reduce the development time associated with new capacity. Image: Skillings Mining Intelligence.
Regulatory approvals will shape the timeline
The transaction requires approval by Boliden shareholders at an extraordinary general meeting. Shareholders must authorize the issuance of the new Boliden shares to Votorantim through an issue-in-kind.
Boliden said the authorization requires a simple majority of votes cast at the meeting. The issuance would increase the number of Boliden shares from approximately 284.2 million to 305.6 million, resulting in dilution of about 7% for existing shareholders.
Nexa shareholders must also approve the appointment of a new board. Following completion, Boliden expects Nexa’s seven-member board to include four directors affiliated with Boliden. Nexa’s existing management team is expected to remain largely in place, and Nexa will continue to operate as a separate business.
The transaction is also subject to competition and other regulatory approvals. Votorantim’s proposed right to nominate a representative to Boliden’s board is subject to approval under Sweden’s foreign direct investment law.
Nexa will remain a Luxembourg-registered company listed on the New York Stock Exchange and will continue to report under the U.S. Securities Exchange Act.
After closing, Boliden has agreed to launch a voluntary tender offer for Nexa’s remaining shares within 30 days, or within 60 days in certain circumstances. The cash price will be calculated using the agreed 0.250 exchange ratio and the 20-day volume-weighted average price of Boliden shares on Nasdaq Stockholm before closing.
Boliden also expects to launch mandatory tender offers for minority shares in certain Nexa subsidiaries listed in Peru. Those offers are expected to begin within six months of closing, with prices determined under applicable Peruvian regulations.
For three years after closing, additional acquisitions of Nexa shares or the facilitation of another change-of-control transaction will generally require approval from an independent committee of the Nexa board.
Execution will determine the value of the combination
The transaction provides Boliden with scale, but the benefits will depend on how effectively the company integrates a large Latin American platform into its existing business.
The two groups will need to manage different regulatory systems, currencies, labour markets, infrastructure networks and community relationships. Nexa’s operations also face the operating risks common to mining and smelting, including commodity-price volatility, energy costs, equipment reliability, tailings management, permitting changes and social-license pressures.
Boliden will also need to balance the advantages of global diversification against the complexity of managing assets across multiple jurisdictions. The company has said Nexa will remain a separate segment, which could preserve local expertise while allowing Boliden to apply its technical, procurement and operational capabilities across the enlarged portfolio.
The strategic case rests on more than zinc volume. Nexa gives Boliden access to copper and silver by-products, established smelting capacity and a pipeline of projects in two major mining countries. It also gives Votorantim a significant long-term position in Boliden, potentially linking Swedish technical expertise with regional knowledge in Latin America.
The result is a transaction that expands Boliden’s commodity base and geography while underscoring a persistent tension in European mining policy: the continent needs more domestic metal production, but its leading miners may find that the fastest path to scale remains the acquisition of proven assets overseas.
Sources: Boliden transaction announcement; Nexa transaction release; Mining South East Europe analysis.
Smelting capacity is a central part of Nexa’s Brazilian and Peruvian operating platform. Image: Skillings Mining Intelligence.
