Zinc smelting infrastructure in a Latin American mining region.
By Penny Langford
Boliden has agreed to acquire Votorantim’s 64.68% controlling stake in Nexa Resources for approximately $1.31 billion, creating a trans-Atlantic mining and smelting group with significantly greater exposure to zinc, silver and other base metals.
The definitive agreement, announced Aug. 27, links Sweden’s Boliden with Nexa’s producing assets in Brazil and Peru. The transaction is expected to close in the first quarter of 2027, subject to shareholder, regulatory and other customary approvals.
The deal gives Boliden control of one of the largest zinc-producing platforms in the Americas while providing Votorantim with an approximately 7% holding in the Swedish company. It also extends a period of consolidation across the mining sector, as producers seek operating assets, processing capacity and growth pipelines rather than relying solely on new mine development.
Boliden described the transaction as immediately accretive to earnings per share and said it would contribute more than 8% to EPS based on 2026 estimates, broker consensus for Nexa and approximately 7% dilution from newly issued shares.
Transaction terms put Nexa’s equity value at $2 billion
The consideration is structured as a share-for-share exchange rather than a cash acquisition.
Votorantim will receive 0.250 newly issued Boliden shares for each Nexa share it owns. Based on 85.7 million Nexa shares held by Votorantim, the exchange will result in approximately 21.4 million new Boliden shares.
That issuance will increase Boliden’s shares outstanding from 284.2 million to approximately 305.6 million, representing dilution of about 7%. Votorantim will hold approximately 7% of Boliden’s shares and votes following completion and has indicated that it is prepared to remain an active shareholder, including through representation on Boliden’s board.
The exchange ratio implies a value of $15.29 per Nexa share. Boliden said that represented:
| Transaction measure | Announced figure |
|---|---|
| Stake acquired from Votorantim | 64.68% of Nexa |
| Implied consideration | Approximately $1.31 billion |
| Implied Nexa price | $15.29 per share |
| Premium to July 1 unaffected 20-day VWAP | 14.2% |
| Premium to Aug. 26 20-day VWAP | 6.5% |
| Implied Nexa equity value | Approximately $2.03 billion |
| Implied Nexa enterprise value | Approximately $3.67 billion |
| New Boliden shares issued | Approximately 21.4 million |
| Votorantim ownership of Boliden | Approximately 7% |
The July 1 reference price is significant because Nexa’s share price rose on July 2 after market speculation about talks between Boliden and Votorantim. That means the premium to the last unaffected trading day is higher than the premium to Nexa’s market price immediately before the definitive agreement.
Boliden has also arranged a fully committed $2 billion bridge financing facility. The facility is not being used as cash consideration for Votorantim’s stake. Instead, it provides flexibility for a planned tender offer for Nexa’s remaining shares, mandatory offers for minority shareholders in certain Peruvian subsidiaries and potential refinancing requirements within Nexa.
Nexa adds five mining units and three smelters
Nexa’s portfolio gives Boliden an established operating presence in two of Latin America’s most important mining jurisdictions.
The assets include the Cerro Lindo, El Porvenir and Atacocha polymetallic mines in Peru, along with the Vazante and Aripuanã operations in Brazil. Nexa also owns or operates three major smelting units: Cajamarquilla in Peru and Três Marias and Juiz de Fora in Brazil.
Underground mining equipment at a polymetallic operation.
The operations produce zinc alongside copper, lead, silver and gold. The mix matters because it gives Boliden a larger base-metal platform without abandoning its exposure to precious-metal by-products.
Cerro Lindo is Nexa’s largest underground mine and produced 87,000 tonnes of zinc, 27,000 tonnes of copper, 10,000 tonnes of lead and 123 tonnes of silver in 2025, according to Boliden’s transaction presentation. El Porvenir produced 53,000 tonnes of zinc, 25,000 tonnes of lead and 137 tonnes of silver during the same year.
In Brazil, Vazante produced 128,000 tonnes of zinc in 2025 and is integrated with Nexa’s Três Marias smelter. Aripuanã, which is still ramping up, produced 35,000 tonnes of zinc, 6,000 tonnes of copper, 13,000 tonnes of lead and 30 tonnes of silver.
Cajamarquilla is particularly important to the processing profile. Nexa describes the Peruvian facility as the largest zinc smelter in the Americas and the fifth-largest globally, with annual refined zinc production capacity of approximately 345,000 tonnes. In 2025, the smelter produced 346,000 tonnes of zinc.
The combination gives Boliden a far larger mine-to-metal footprint. Boliden already operates mines and smelters across Sweden, Finland, Norway, Ireland and other European locations. Following completion, the combined group is expected to operate 12 mining units and eight smelter units across Europe and Latin America.
Zinc is the main strategic prize, but silver changes the mix
Boliden’s central objective is to expand its position in zinc mining and smelting. The company’s transaction presentation estimates that the combined group would produce 667,000 tonnes of mined zinc, 137,000 tonnes of copper, 140,000 tonnes of lead and 783 tonnes of silver in concentrate based on 2025 figures.
Combined zinc smelter production is estimated at 1.024 million tonnes.
Those numbers would make Boliden one of the largest zinc producers globally on both the mining and smelting sides of the business. Nexa’s 2025 mined zinc production was 316,000 tonnes, compared with 327,000 tonnes in 2024. Its smelters produced 567,000 tonnes of zinc in 2025, including metallic zinc and zinc oxide.
Silver is a smaller part of the transaction by volume but an important earnings and portfolio component. Most of Nexa’s silver is produced as a by-product from polymetallic ores, particularly at Cerro Lindo and El Porvenir. Boliden President and CEO Mikael Staffas said the acquisition would bring “a large increase” to Boliden’s silver output in concentrate.
The added copper exposure is more modest than the zinc contribution. Nexa produced 33,000 tonnes of copper in 2025, down from 36,000 tonnes in 2024, with Cerro Lindo and Aripuanã providing the principal volumes. Still, copper gives Boliden additional exposure to a metal tied to power infrastructure, electrification and data-center expansion.
Skillings’ coverage of the copper market and mining M&A has tracked how producers are balancing growth ambitions with capital discipline. The Nexa transaction follows that pattern: it adds producing infrastructure and a defined project pipeline rather than depending entirely on a greenfield build.
Financial profile improves scale while leverage rises
Boliden said Boliden and Nexa generated combined revenue of approximately 136 billion Swedish kronor and EBITDA of approximately SEK 38 billion in the 12 months ending June 30, 2026, assuming full consolidation of Nexa.
Nexa contributed approximately $1.1 billion, or about SEK 10 billion, to consolidated rolling 12-month EBITDA based on the transaction materials. Nexa’s contribution to consolidated capital expenditure was approximately $400 million, compared with approximately $2.1 billion for the combined group.
The share-based structure allows Boliden to preserve cash for integration, operations and potential purchases of the remaining Nexa shares. However, the company’s pro forma net debt-to-equity ratio would rise to approximately 33%, compared with Boliden’s reported 24% ratio as of June 30, 2026.
Boliden said its dividend policy and financial targets would remain unchanged.
The company also expects Nexa to be reported as a separate segment, with existing Nexa management largely remaining in place. That approach could reduce disruption during the initial integration period while giving Boliden control through Nexa’s board.
Minority tender offer remains a key next step
Boliden will not own all of Nexa immediately after the initial transaction. Nexa’s remaining 35.32% is held by minority investors, and the company’s shares will continue to trade on the New York Stock Exchange after closing.
Within 30 days of closing, or within 60 days in certain circumstances, Boliden has agreed to commence a voluntary cash tender offer for the remaining Nexa shares. The tender price will be calculated by reference to the fixed exchange ratio and the 20-day volume-weighted average price of Boliden shares on Nasdaq Stockholm before closing.
The tender offer has not yet commenced, and its final terms will be set out in formal filings with the U.S. Securities and Exchange Commission.
Boliden also expects to launch mandatory tender offers within six months of closing for minority shareholders in certain listed Peruvian subsidiaries, in accordance with local regulations.
Approvals and execution will determine the outcome
Before closing, Boliden shareholders must authorize the issuance of the consideration shares at an extraordinary general meeting. Nexa shareholders must also approve the appointment of a new board. Boliden expects the post-closing Nexa board to have seven directors, four of whom would be affiliated with Boliden.
The transaction remains subject to competition and other regulatory approvals, including review under Sweden’s foreign direct investment rules for the proposed board representation by Votorantim.
The operational task will extend beyond financial consolidation. Boliden is entering new jurisdictions while taking responsibility for mines, smelters, labor relationships, community commitments and environmental obligations across Brazil and Peru. Nexa’s local relationships and operating experience are therefore as important to the transaction’s execution as Boliden’s technical and metallurgical expertise.
The deal also gives Votorantim a continuing role in the combined group. A portion of the Boliden shares it receives will be subject to lock-up restrictions extending over one, two and three years, while the remaining 25% will not be locked up.
For the broader mining industry, the transaction offers a clear signal: control of integrated zinc assets, reliable smelting capacity and by-product exposure to silver and copper is attracting strategic value even as new projects face long permitting and construction timelines.
Boliden’s acquisition of Nexa is therefore more than a geographic expansion. If completed as planned, it will reshape Boliden into a larger European-Latin American metals producer and make zinc, rather than copper alone, a central focus of the next phase of mining consolidation.
Social snippet: Boliden’s $1.31 billion share-based acquisition of Votorantim’s 64.68% stake in Nexa Resources will create a 12-mine, eight-smelter group spanning Europe and Latin America. The deal adds scale in zinc, silver and copper while setting up a tender offer for Nexa’s remaining minority shares.