Alcoa to acquire Alumina Limited in all-stock transaction valued at about $2.2B

Alcoa announced that it has entered into an agreement with Alumina Limited on terms and process for the acquisition of Alumina Limited, subject to entry into a scheme implementation agreement. Alcoa and Alumina Limited have entered into an exclusivity and transaction process deed, and the Alumina Limited Board of Directors has confirmed that, subject to entry into a scheme implementation agreement, it intends to recommend the transaction to Alumina Limited shareholders. Under the all-scrip, or all-stock, transaction, Alumina Limited shareholders would receive consideration of 0.02854 Alcoa shares for each Alumina Limited share. Based on Alcoa’s closing share price as of February 23, 2024, the Agreed Ratio implies an equity value of approximately $2.2B for Alumina Limited. The Alumina Limited Board of Directors intends to recommend the Agreed Ratio in the absence of a superior proposal and subject to an independent expert concluding that the transaction is in the best interests of Alumina Limited shareholders. Under the Process Deed, Alcoa and Alumina Limited intend to finalize and enter into a scheme implementation agreement for the all-scrip transaction. Upon completion of the Agreement, Alumina Limited shareholders would own 31.25%, and Alcoa shareholders would own 68.75% of the combined company.