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Alcoa Provides Update on Transaction Milestones for Acquisition of Alumina Limited

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Alcoa (NYSE: AA) has announced significant progress in its acquisition of Alumina Key milestones include the filing of a definitive proxy statement with the SEC and the receipt of regulatory approvals from Brazil's CADE and the Australian Competition and Consumer Commission. Alumina's Scheme Booklet has been registered with ASIC, and a shareholder vote is scheduled for July 18, 2024, with a second court hearing on July 22, 2024, if the vote succeeds. The acquisition, deemed fair and reasonable by an Independent Expert Report, is expected to complete by August 1, 2024, subject to customary conditions.

Positive
  • Alcoa has filed its definitive proxy statement with the SEC, a important step in the acquisition process.
  • Regulatory approvals received from Brazil's CADE and the Australian Competition and Consumer Commission.
  • Scheme Booklet for Alumina registered with ASIC, ready for shareholder vote.
  • Independent Expert Report deems the transaction fair and reasonable, positively influencing shareholder sentiment.
  • Transaction expected to complete by August 1, 2024, indicating a streamlined timeline.
Negative
  • Completion of the acquisition depends on the approval of both companies' shareholders, posing a potential risk.
  • The transaction is subject to approval from Australia’s Foreign Investment Review Board, adding another layer of regulatory scrutiny.
  • The absence of a superior proposal is a condition for the transaction's fairness, which introduces uncertainty.

The acquisition of Alumina Limited by Alcoa represents a significant strategic move in the aluminum industry. With Alcoa announcing multiple milestones such as receiving regulatory approvals and scheduling shareholder votes, this acquisition is aimed at bolstering Alcoa's position as a leading upstream aluminum company. The independent expert report concluding that the transaction is fair and reasonable adds a layer of confidence for investors.

The completion of this acquisition is not contingent on due diligence or financing, which minimizes uncertainty and implies that both companies are financially stable. This acquisition likely indicates synergies that can improve operational efficiencies and cost structures. Investors can expect potential long-term benefits from increased market share and enhanced value proposition. However, the actual impact on Alcoa’s stock will depend on successful shareholder votes and final approval from Australia’s Foreign Investment Review Board.

The transaction milestone achievements highlight the rigorous legal proceedings involved in cross-border acquisitions. The approval from various regulatory bodies, including Brazil’s CADE and the Australian Competition and Consumer Commission, underscores that there are no significant antitrust concerns. Moreover, the Federal Court of Australia’s order to convene a shareholder vote aligns with statutory requirements, making the process transparent and compliant.

From a legal standpoint, the absence of a public review by the Australian Competition and Consumer Commission suggests a relatively smooth transition without major legal hurdles. This should reassure investors about the legal soundness of the acquisition. However, the final nod from Australia’s Foreign Investment Review Board remains critical and could present potential delays or conditions that need to be addressed.

Australian Court Proceedings Convene Alumina Limited Shareholder Vote

Independent Expert Report Assesses Transaction as Fair and Reasonable

PITTSBURGH--(BUSINESS WIRE)-- Alcoa Corporation (NYSE: AA or “Alcoa”) today announced that it has reached several key milestones in its acquisition of Alumina Limited (“Alumina”) and expects the transaction to be completed on or about August 1, 2024, subject to the satisfaction of customary conditions.

The milestones include:

  • Alcoa filed its definitive proxy statement with the Securities and Exchange Commission on June 6, 2024, and scheduled the Special Meeting of Shareholders to vote on the transaction for July 16, 2024.
  • Alcoa received regulatory approvals from Brazil’s Administrative Council for Economic Defense (CADE) for the acquisition on May 13, 2024; and the Australian Competition and Consumer Commission, which has indicated it does not intend to conduct a public review of the transaction.
  • Alumina has registered its Scheme Booklet with the Australian Securities and Investments Commission (ASIC), and the Scheme Booklet will be sent to Alumina shareholders following orders from the Federal Court of Australia on June 7, 2024, to dispatch the Scheme Booklet and convene a shareholder meeting to conduct a vote. Alumina shareholders are slated to vote on the acquisition July 18, 2024. The Court also has ordered that a second court hearing, should the Alumina shareholder vote be successful, will take place on July 22, 2024, to approve the results of the shareholder vote.

“I am very pleased with the progress our team is making to complete this value-enhancing transaction with Alumina Limited,” said Alcoa President and CEO William F. (Bill) Oplinger. “Acquiring Alumina Limited aligns with our long-term strategy to bolster our position as a leading pure play, upstream aluminum company globally. We are looking forward to realizing the long-term benefits of the transaction to both companies’ shareholders, and broader stakeholders and communities following the completion.”

The Court proceedings are part of the statutory process in Australia and are required to convene the Alumina shareholders to vote on the acquisition.

An Independent Expert Report (IER) together with the Scheme Booklet was publicly released on the ASX on June 11, 2024 (AEST) following registration of the Scheme Booklet with ASIC. The IER states that the transaction is fair and reasonable and therefore is in the best interests of the Alumina shareholders, in the absence of a superior proposal.

The transaction remains subject to approval by both companies’ shareholders and receipt of approval from Australia’s Foreign Investment Review Board. The transaction is not conditional on due diligence or financing.

Transaction Website

Associated materials regarding the transaction are available on the investor relations section of Alcoa’s website at www.alcoa.com as well as a transaction website at www.strongawacfuture.com.

Advisors

J.P. Morgan Securities LLC and UBS Investment Bank are acting as financial advisors to Alcoa, and Ashurst and Davis Polk & Wardwell LLP are acting as its legal counsel.

About Alcoa Corporation

Alcoa (NYSE: AA) is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. With a values-based approach that encompasses integrity, operating excellence, care for people and courageous leadership, our purpose is to Turn Raw Potential into Real Progress. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to greater efficiency, safety, sustainability and stronger communities wherever we operate.

Dissemination of Company Information

Alcoa intends to make future announcements regarding company developments and financial performance through its website, www.alcoa.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls and webcasts. The Company does not incorporate the information contained on, or accessible through, its corporate website into this press release.

Forward-Looking Statements

This communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa Corporation (“Alcoa”) that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the proposed transaction; the ability of the parties to complete the proposed transaction; the expected benefits of the proposed transaction; the competitive ability and position following completion of the proposed transaction; forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters); statements about strategies, outlook, and business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are based on Alcoa’s perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (1) the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed transaction; (2) the prohibition or delay of the consummation of the proposed transaction by a governmental entity; (3) the risk that the proposed transaction may not be completed in the expected time frame or at all; (4) unexpected costs, charges or expenses resulting from the proposed transaction; (5) uncertainty of the expected financial performance following completion of the proposed transaction; (6) failure to realize the anticipated benefits of the proposed transaction; (7) the occurrence of any event that could give rise to termination of the proposed transaction; (8) potential litigation in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; (9) the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (10) volatility and declines in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which are linked to LME or other commodities; (11) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (12) competitive and complex conditions in global markets; (13) our ability to obtain, maintain, or renew permits or approvals necessary for our mining operations; (14) rising energy costs and interruptions or uncertainty in energy supplies; (15) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (16) our ability to execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (17) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (18) economic, political, and social conditions, including the impact of trade policies and adverse industry publicity; (19) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (20) changes in tax laws or exposure to additional tax liabilities; (21) global competition within and beyond the aluminum industry; (22) our ability to obtain or maintain adequate insurance coverage; (23) disruptions in the global economy caused by ongoing regional conflicts; (24) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (25) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions; (26) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (27) claims, costs and liabilities related to health, safety, and environmental laws, regulations, and other requirements, in the jurisdictions in which we operate; (28) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage; (29) our ability to fund capital expenditures; (30) deterioration in our credit profile or increases in interest rates; (31) restrictions on our current and future operations due to our indebtedness; (32) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (33) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (34) labor market conditions, union disputes and other employee relations issues; (35) a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and (36) the other risk factors discussed in Part I Item 1A of Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other reports filed by Alcoa with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement. Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described above and other risks in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements and none of the information contained herein should be regarded as a representation that the forward-looking statements contained herein will be achieved.

Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the proposed transaction. On June 6, 2024, Alcoa filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”) in connection with the proposed transaction. Other documents regarding the proposed transaction may be filed with the SEC. This communication is not a substitute for the Proxy Statement or any other document that Alcoa may file with the SEC and send to its stockholders in connection with the proposed transaction. The issuance of the stock consideration in the proposed transaction will be submitted to Alcoa’s stockholders for their consideration. The Proxy Statement contains important information about Alcoa, the proposed transaction and related matters. Before making any voting decision, Alcoa’s stockholders should read all relevant documents filed or to be filed with the SEC completely and in their entirety, including the Proxy Statement, as well as any amendments or supplements to those documents, because they contain or will contain important information about Alcoa and the proposed transaction.

Alcoa’s stockholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Alcoa, free of charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Alcoa with the SEC may be obtained, without charge, by contacting Alcoa through its website at https://investors.alcoa.com/.

Participants in the Solicitation

Alcoa, its directors, executive officers and other persons related to Alcoa may be deemed to be participants in the solicitation of proxies from Alcoa’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of Alcoa and their ownership of common stock of Alcoa is set forth in the section entitled “Information about our Executive Officers” included in Alcoa’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 21, 2024 (and which is available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1675149/000095017024018069/aa-20231231.htm), in the section entitled “Director Nominees” included in its proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on March 19, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1675149/000119312524071354/d207257ddef14a.htm), and in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Interests of Alcoa Executive Officers and Directors in the Transaction” included in the Proxy Statement, which was filed with the SEC on June 6, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1675149/000119312524156116/d827161ddefm14a.htm). Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Investor Contact:

Jim Dwyer

James.Dwyer@alcoa.com



Media Contact:

Courtney Boone

Courtney.Boone@alcoa.com



Additional Media Contacts



Australia

Citadel MAGNUS

Paul Ryan +61 409 296 511

pryan@citadelmagnus.com



United States

Joele Frank, Wilkinson Brimmer Katcher

Sharon Stern / Kaitlin Kikalo / Lyle Weston

Alcoa-jf@joelefrank.com

Source: Alcoa

FAQ

What are the key milestones in Alcoa's acquisition of Alumina ?

Key milestones include the filing of a definitive proxy statement with the SEC, receiving regulatory approvals from Brazil's CADE and the Australian Competition and Consumer Commission, and the registration of Alumina's Scheme Booklet with ASIC.

When is the shareholder vote for Alcoa's acquisition of Alumina ?

The shareholder vote for Alumina is scheduled for July 18, 2024.

When is Alcoa's acquisition of Alumina expected to be completed?

The acquisition is expected to be completed by August 1, 2024, subject to customary conditions.

What does the Independent Expert Report say about Alcoa's acquisition of Alumina ?

The Independent Expert Report states that the transaction is fair and reasonable, and in the best interests of Alumina shareholders, in the absence of a superior proposal.

What regulatory approvals has Alcoa received for the acquisition of Alumina ?

Alcoa has received regulatory approvals from Brazil's CADE and the Australian Competition and Consumer Commission for the acquisition.

Alcoa Corporation

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