PITTSBURGH - Alcoa Corporation (NYSE:AA), a global leader in bauxite, alumina, and aluminum products, announced today its plan to acquire Alumina (OTC:AWCMY) Limited (ASX:AWC) through an all-stock transaction. The Scheme Implementation Deed, which has been entered into by both companies, will see Alumina Limited shareholders receive 0.02854 Alcoa shares for each share they hold, implying a transaction equity value of approximately $2.2 billion based on Alcoa's closing share price as of February 23, 2024.
The boards of directors of both Alcoa and Alumina Limited have recommended that their respective shareholders vote in favor of the transaction, which is expected to be completed in the third quarter of 2024. The completion is subject to customary conditions, including shareholder approval from both companies and regulatory clearances from Australia's Foreign Investment Review Board and antitrust authorities in Australia and Brazil.
Upon the deal's completion, Alumina Limited shareholders will own 31.25% of the combined entity, while Alcoa shareholders will hold the remaining 68.75%. The agreement also stipulates that two new Australian directors mutually agreed upon from Alumina Limited's Board will be appointed to Alcoa's Board of Directors.
Alcoa's President and CEO, William F. Oplinger, stated that the acquisition marks a milestone in delivering value for shareholders of both companies. He highlighted the potential for enhanced value creation, strengthening Alcoa's position as a leading bauxite and alumina producer, and providing Alumina Limited shareholders the opportunity to participate in a stronger, better-capitalized combined company with upside potential.
The transaction will also introduce CHESS Depositary Interests (CDIs) to enable Alumina Limited shareholders to trade Alcoa common stock on the Australian Securities Exchange (ASX), with Alcoa committing to maintain the CDI listing for at least ten years.
In addition to the strategic acquisition, Alcoa has agreed to provide short-term liquidity support to Alumina Limited to fund equity calls made by the AWAC joint venture if required, with the expectation that no support will be needed in the 2024 calendar year.
Alcoa's financial advisors for the transaction are J.P. Morgan Securities LLC and UBS Investment Bank, with Ashurst and Davis Polk & Wardwell LLP serving as legal counsel.
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