Alcoa signs binding agreement to acquire Alumina Limited for ~$2.2B in all-stock deal

Alcoa Corp

Alumina shareholders receive 0.02854 Alcoa shares per share; combined ownership 31.25% Alumina / 68.75% Alcoa.
Equity value of Alumina implied at A$1.15 per share (~$2.2B) based on Alcoa's Feb. 23 close.
Transaction expected to close Q3 2024; requires shareholder, regulatory, and court approvals.
Termination fees: Alumina pays $22M; Alcoa pays $50M (or $20M if Alcoa shareholder approval fails).
Two Alumina directors will join Alcoa board; Alcoa to maintain ASX CDI listing for at least 10 years.

item 1.01 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Alcoa Corp entered into Scheme Implementation Deed with Alumina Limited (effective 2024-03-11).

Action: entry
Agreement: merger
Counterparty: Alumina Limited
Effective: 2024-03-11

Exact text from the filing

On March 11, 2024 (Eastern Daylight Time) / March 12, 2024 (Australian Eastern Daylight Time), Alcoa Corporation, a Delaware corporation (“ Alcoa ”), AAC Investments Australia 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Alcoa (“ Alcoa Bidder ”), and Alumina Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (“ Alumina ”), entered into a Scheme Implementation Deed (the “ Deed ”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Alcoa Bidder will acquire all Alumina ordinary shares on issue and outstanding

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Source: SEC EDGAR

accession 0000950103-24-003684

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