SÃO PAULO, Brazil--(BUSINESS WIRE)-- Rio Tinto and Aluminum Corporation of China Limited (Chalco) have entered into a definitive agreement with Votorantim (the “Transaction Agreement”) to acquire, through a joint venture to be owned 33% by Rio Tinto and 67% by Chalco (the “Joint Venture”), Votorantim’s 68.596% controlling shareholding in Companhia Brasileira de Alumínio (CBA) (the “Transaction”). The Transaction, at an all cash consideration of R$10.50 per share in CBA, represents a premium of approximately 21.2% over the R$8.67 per share weighted average trading price of CBA’s stock for the 20 trading days prior to the signing of the Transaction Agreement (i.e. the 20 trading days prior to and including 28 January 2026) and values Votorantim’s shareholding in CBA at approximately $902.6 million1 (Rio Tinto’s pro-rata amount being $297.8 million), subject to closing adjustments and the other terms of the Transaction Agreement, including satisfaction of regulatory approvals and customary closing conditions. Following closing, the Joint Venture will launch a mandatory tender offer for the remaining shares in CBA not held by Votorantim, as required by Brazilian law.
The Transaction will leverage Rio Tinto and Chalco’s deep and complementary expertise across the aluminium value chain to unlock the next phase of growth at CBA.
CBA is a vertically integrated low-carbon aluminium business in Brazil, supported by a 1.6 GW portfolio of renewable power generation assets, including 21 hydropower plants and wind power complexes. It serves primarily the growing domestic market, with competitive low-carbon products and operations powered by 100% renewable electricity. CBA has three bauxite mines in production with current production of approximately 2 million tonnes of bauxite per annum, and an aluminium complex in São Paulo (the “Alumínio Complex”), encompassing a 0.8 million tonnes capacity alumina refinery, an approximately 0.4 million tonnes capacity aluminium smelter, secondary recycling capacity of 0.3 million tonnes, and downstream processing facilities.
Rio Tinto Aluminium & Lithium Chief Executive Jérôme Pécresse said: “This acquisition, jointly with Chalco, of Votorantim’s controlling position in CBA’s fully integrated aluminium supply chain in Brazil is aligned with our strategy to deliver value for shareholders by extending our low-carbon, renewable-powered aluminium footprint in rapidly growing markets. It also provides the opportunity to grow our bauxite and alumina supply chain in the Atlantic region.
“Our partnership with Chalco brings together our combined operational excellence, innovation and unique project execution capabilities, unlocking the potential to create value for the benefit of our shareholders, as well as CBA’s employees, customers and local communities.”
Transaction Details
The Transaction is subject to regulatory approvals and customary closing conditions.
Rio Tinto International Holdings Limited, a wholly owned subsidiary of Rio Tinto plc, is party to the Transaction Agreement and is expected to hold Rio Tinto’s 33% shares in the Joint Venture.
Following completion of the Transaction, the Joint Venture will launch a mandatory tender offer for the remaining shares in CBA, as required by Brazilian law. Further details will be announced in due course in accordance with applicable law and regulations. While the current intention is for the Joint Venture to launch a delisting tender offer concurrently with the mandatory tender offer, this may be reevaluated following completion of the Transaction. The tender offer(s) will be carried out in compliance with the requirements of Regulation 14E under the US Securities Exchange Act of 1934 (the “Exchange Act”), and any applicable exemptions therefrom.
To the extent permissible under applicable law or regulations and pursuant to Rule 14e-5(b) under the Exchange Act, each of Rio Tinto and its affiliates or its brokers and its brokers’ affiliates may from time to time and during the pendency of the tender offer(s), and other than pursuant to the tender offer(s), directly or indirectly purchase or arrange to purchase shares of CBA outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and will include the purchase of shares of CBA from Votorantim in Brazil pursuant to the Transaction Agreement and subject to the terms and conditions of the Transaction Agreement. To the extent required under applicable law or regulations, information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform US holders of such information to the extent that such information is made public in CBA’s home jurisdiction. In addition, the financial advisors to Rio Tinto may also engage in ordinary course trading activities in securities of CBA, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law, including Regulation 14E under the Exchange Act.
Forward-looking statements |
