Nexa Resources Boliden takeout / zinc-silver NAV blend

Sources

1. Nexa 6-K EX-99.1 (acc 0001292814-26-004362, dated 27 Aug 2026): Votorantim signed a definitive agreement to transfer its controlling stake to Boliden via a share-for-share exchange of 0.250 newly issued Boliden common shares per Nexa share. On completion Boliden is expected to hold 64.68% of Nexa shares and votes; Votorantim about 7% of Boliden and the right to propose one Boliden director subject to Swedish FDI approval. Expected close 1Q27 subject to Boliden shareholder approval, Nexa shareholder approval of a new board, and regulatory approvals. Concurrently Boliden agreed, subject to closing, to commence a cash voluntary tender offer for remaining Nexa shares within 30 days of closing at a price equal to 0.250 times Boliden's 20-day VWAP on Nasdaq Stockholm prior to Votorantim closing; Nexa granted governance and registration rights. Boliden also agreed that, subject to exceptions, additional Nexa share purchases or facilitation of a Nexa change of control for three years after closing need consent of an independent disinterested Nexa board committee. Boliden will also launch mandatory tender offers for remaining shares of certain Nexa subsidiaries listed in Peru within six months of closing, at prices set under Peruvian rules. Nexa remains a Luxembourg entity, is expected to stay NYSE-listed and 1934 Act reporting, with a seven-director board (four Boliden-affiliated) and existing management; Boliden will report Nexa as a separate business. This is a new controlling parent, not a take-private or squeeze-out. The Nexa exhibit does not state a USD price per share, equity value, or EV. — sec.gov
2. Boliden MAR release 27 Aug 2026 07:00 CEST states the missing dollars: 0.250x implies USD 15.29 per Nexa share based on Boliden close SEK 583.40 on 26 Aug 2026 and spot USDSEK 9.54; 14.2% premium to Nexa 20-day VWAP as of 1 Jul 2026 (last unaffected day before the 2 Jul leak) and 6.5% premium to 20-day VWAP through 26 Aug 2026. Consideration for Votorantim's 85,655,128 shares is USD 1,310 million. 100% implied equity value about USD 2,025 million and enterprise value about USD 3,666 million using Nexa net debt USD 1,336 million and NCI USD 306 million at 30 Jun 2026 (Boliden's definition, versus Nexa 2Q26 net debt of USD 1,476.5 million used in this model). Boliden issues 21.4 million new shares (284,225,454 to 305,639,236, 7.0% dilution). Nexa issued and outstanding 132,438,611. VTO cash is not a fixed USD amount; it is the same 0.250 ratio times Boliden 20-day VWAP at close. Boliden arranged a USD 2.0 billion bridge for the VTO, Peruvian MTOs, and possible Nexa refinancing. Votorantim lock-up: 25% of Boliden shares free, 25% 1-year, 25% 2-year, 25% 3-year. Nexa will keep using the NYSE controlled-company exception. Boliden EGM issue authorization needs a simple majority of votes cast. — investors.boliden.com
3. 2Q26 net revenues $908 million, adjusted EBITDA $286 million (mining $220 million, smelting $66 million), net income $98 million of which $29 million to NCI, free cash flow -$10 million after a $131 million Peru SUNAT tax settlement, capex $89 million, net debt $1,476.5 million, leverage 1.40x, LTM adjusted EBITDA $1,054.8 million. Zinc production 79 kt, copper 6.3 kt, silver 2.7 Moz; zinc metal sales 134 kt after the Cajamarquilla casting-house fire. 1H26 zinc 159 kt (about 47% of the 2026 midpoint) and silver 5.0 Moz. Diluted weighted-average shares 132.439 million. — sec.gov
4. Cerro Lindo silver stream stepped down from 65% to 25% of production from May 2026 after the delivery threshold; Cerro Lindo is about 30% of contained silver (2026 guide 3.0-3.3 Moz of 10-11 Moz). Payable silver is modeled as contained * (1 - stream_pct * 0.30). Spot TCs in China were negative in 2Q26; 2026 guidance still used about $175/t and the 1Q26 call cited a settlement nearer $85/t. Smelting is modeled as a $220 million EBITDA stub because TCs are compressed and mining by-products dominate earnings. — sec.gov
5. 2026 guidance reaffirmed with 2Q26 results: zinc 310-360 kt (midpoint 335), copper 26-30 kt, lead 60-67 kt, silver 10-11 Moz, smelting sales 570-600 kt, capex $381 million. February 2026 guidance price deck remains Zn $2,850/t, Cu $10,000/t, Pb $2,013/t, Ag $42/oz, Au $3,775/oz. FY2025 zinc 316 kt, silver 11 Moz, adjusted EBITDA $772 million, free cash flow -$105 million, year-end net debt about $1,303 million. — sec.gov
6. Nexa 2025 Form 20-F (filed 2026) is the statutory annual report covering mines, smelters, streams, NCI in Nexa Peru and Pollarix, and the capital structure used to set a 85% Nexa equity share (15% NCI haircut) rather than capitalizing 2Q26 NCI net income dollar-for-dollar. — sec.gov
7. NEXA last $13.35 on 28 Aug 2026 (provider timestamp 20:00 UTC). Pre-deal close 26 Aug 2026 was $15.58. Boliden (BOL.ST) closed 28 Aug 2026 at SEK 573.20; USDSEK about 9.52. Live 0.250 takeout is 0.250 * 573.20 / 9.52 = about $15.05, versus Boliden's announcement-date $15.29. Through-cycle metal deck is unchanged (Zn $3,200/t, Ag $53/oz, Cu $10,800/t) and still sits between Feb 2026 guidance ($2,850/$42/$10,000) and 28 Aug 2026 spot (LME zinc about $3,870-3,930/t, LME copper about $14,290-14,365/t, silver about $70.5/oz). — finance.yahoo.com
8. Investor relations hub for Nexa Resources (NYSE: NEXA), including mining vs smelting segment reporting, LME zinc, treatment charges, C1 net of by-products, and the Cerro Lindo silver stream. — ir.nexaresources.com