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Boliden plans cash tender offer for Nexa (NYSE: NEXA) minorities

(Neutral)
(Neutral)
Form Type
SC TO-C

Rhea-AI Filing Summary

Nexa Resources S.A. (NEXA) is the subject of a proposed all-cash tender offer for its common shares by Boliden AB. Boliden has agreed, under a Facilitation Agreement dated August 27, 2026, that after closing its acquisition of Nexa shares from Votorantim S.A., it will commence an offer to purchase all remaining shares held by Nexa minority shareholders.

The offer has not yet commenced and no specific price or terms are included here. When the offer begins, Boliden will file a Schedule TO, and Nexa will file a solicitation/recommendation statement, both containing the detailed terms. Exhibits to this communication include a press release, investor presentation, webcast transcript and interview transcript, all dated August 27, 2026.

Positive

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Par value per common share US$1.00 per share Par value of Nexa Resources S.A. common shares subject to the proposed tender offer
Facilitation Agreement date August 27, 2026 Date of the Facilitation Agreement among Nexa and Boliden governing the proposed offer
Exhibits date August 27, 2026 Date of the press release, investor presentation, webcast transcript and interview transcript
tender offer financial
"The tender offer described in this communication (the “Offer”) has not yet commenced"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Schedule TO regulatory
"On the commencement date of the Offer, a tender offer statement on Schedule TO"
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
solicitation/recommendation statement regulatory
"the solicitation/recommendation statement will be filed with the SEC by Nexa"
A solicitation/recommendation statement is a public message from a company, board member, shareholder or advisor that asks investors to take a specific action—such as voting a proxy, tendering shares, or accepting or rejecting an offer—and explains which choice the issuer recommends. It matters to investors because these statements aim to shape outcomes that affect ownership, control or value, and they are often subject to disclosure rules so readers can judge the source’s motives and reliability; think of it like a persuasive letter that also must show who wrote it and why.
Facilitation Agreement financial
"pursuant to the Facilitation Agreement, dated as of August 27, 2026, by and among Nexa and Boliden"
forward-looking statements regulatory
"Statements in this communication relating to future status and circumstances ... are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What transaction involving NEXA is Boliden proposing in this Schedule TO-C?

Boliden AB plans a cash tender offer to purchase all remaining common shares of Nexa Resources S.A. (NEXA) held by minority shareholders, after the closing of Boliden’s acquisition of shares from Votorantim S.A., under a Facilitation Agreement dated August 27, 2026.

Has the tender offer for NEXA shares by Boliden started yet?

No. The communication states that the tender offer has not yet commenced. A formal offer will begin only when Boliden files a Schedule TO, including the offer to purchase, letter of transmittal and related documents with the SEC.

Which NEXA shares are targeted in Boliden’s proposed tender offer?

Boliden intends to offer to purchase for cash all remaining common shares of Nexa Resources S.A. held by minority shareholders, after it closes the acquisition of Nexa shares from Votorantim S.A. under the Facilitation Agreement.

Where can NEXA investors find official documents about the Boliden tender offer?

Once available, the tender offer statement filed by Boliden and the solicitation/recommendation statement filed by Nexa will be accessible for free on the SEC’s website at www.sec.gov. Investors are urged to read these documents when they become available.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
NEXA RESOURCES S.A.
(Name of Subject Company – Issuer)
 
BOLIDEN AB
(Names of Filing Persons — Offerors)
 
Common Shares, par value US$1.00 per share
(Title of Class of Securities)
 
L67359 106
(CUSIP Number of Class of Securities)
 
Eva Rydén
Klarabergsviadukten 90
111 64 Stockholm Sweden
Tel.: + 46 8 610 15 00
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
 
Copies to:
Evan S. Simpson
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Tel.: +44 20 7959 8900
 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 

third-party tender offer subject to Rule 14d-1.
 

issuer tender offer subject to Rule 13e-4.
 

going-private transaction subject to Rule 13e-3.
 

amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 


This Tender Offer Statement relates solely to preliminary communications made before commencement of a proposed tender offer for common shares, par value US$1.00 per share (“Shares”), of Nexa Resources S.A. , a Luxembourg public limited liability company with registered office at 37A, Avenue J.F. Kennedy, L-1855, Luxembourg, Grand Duchy of Luxembourg, registered with the registry of trade and companies, Luxembourg, under number B 185489 (“Nexa”), by Boliden AB, a Swedish public limited liability Company (“Boliden”). Boliden has agreed, subject to closing of its acquisition of Shares from Votorantim S.A., to commence an offer to purchase for cash all remaining Shares held by Nexa minority shareholders pursuant to the Facilitation Agreement, dated as of August 27, 2026, by and among Nexa and Boliden.

This Tender Offer Statement consists of the following document relating to the proposed tender offer:

Press Release, dated August 27, 2026

Investor Presentation, dated August 27, 2026

Webcast Transcript, dated August 27, 2026

Interview Transcript, dated August 27, 2026

The items listed above were first used or made available on August 27, 2026.

Additional Information and Where to Find It

The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Nexa or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”). The offer to purchase shares of Nexa common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Boliden, and the solicitation/recommendation statement will be filed with the SEC by Nexa. Investors and security holders may obtain a free copy of these documents (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov.

Forward Looking Statements

Statements in this communication relating to future status and circumstances, including statements the proposed Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “will”, “expects”, “believes”, “intended” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Boliden. Any such forward-looking statements speak only as of the date on which they were made, and Boliden has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
 
Item 12. Exhibits.
 
99.1
 
Press Release, dated August 27, 2026
 
 
 
99.2
 
Investor Presentation, dated August 27, 2026
 
 
 
99.3
 
Webcast Transcript, dated August 27, 2026
     
99.4
 
Interview Transcript, dated August 27, 2026
 
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