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Creating a stronger future for Alcoa World Alumina and Chemicals (AWAC)

Alcoa to acquire Alumina Limited in all-stock transaction
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A Win-Win for All Shareholders

Alcoa’s acquisition of Alumina Limited builds on our commitment to Western Australia and provides significant and long-term benefits to both companies’ shareholders, and broader stakeholders and communities.

1
The right deal for Alumina Limited shareholders
  • Diversifies ownership to a large-scale, global upstream aluminum company
  • Allows Australian investors access to Alcoa shares via an ASX-listed security
  • Offers Alumina Limited shareholders a premium on their current non-controlling interest
2
Bolsters Alcoa’s position as a leading pure play, upstream aluminum company globally
  • Expands Alcoa’s ownership of core, tier-1 bauxite and alumina business
  • Affirms Alcoa’s vertically-integrated, future-focused positioning among publicly listed peers
  • Reaffirms Alcoa’s commitment to Western Australia (“WA”) – a premier global mining Jurisdiction
3
The right deal for Alcoa shareholders
  • Simplifies corporate structure and governance, resulting in greater operational flexibility and strategic optionality
  • Increases Alcoa's financial flexibility, enabling more efficient funding and capital allocation decisions to drive shareholder returns
Learn more about the benefits of the transaction
“Alcoa has been a proven operator of AWAC, and we recognize the value creation opportunities possible under a simplified ownership structure, including the ability to implement AWAC’s operational and strategic decisions on an accelerated basis. We believe now is the right time to consolidate ownership in AWAC, and we look forward to building on Alcoa’s success and continuing to execute our long-term strategy.”
William F. Oplinger
Alcoa’s President and CEO

Transaction Summary

Structure

Alcoa and Alumina Limited have entered into a binding Scheme Implementation Deed with Alumina Limited, under which Alcoa will acquire Alumina Limited in an all-scrip, or all-stock, transaction. The Agreement terms are consistent with the previously agreed and announced transaction process deed.

Under the terms of the transaction, Alumina Limited shareholders would receive consideration of 0.02854 Alcoa shares for each Alumina Limited share.1 Based on Alcoa’s closing share price as of February 23, 2024, the agreed ratio implies an equity value of approximately $2.2 billion for Alumina Limited.

  • This consideration would imply a value of A$1.15 per Alumina Limited share, based on Alcoa’s closing share price on the NYSE as of February 23, 2024 of $26.52.
  • Alumina Limited shareholders would own 31.25 percent and Alcoa shareholders would own 68.75 percent of the combined company.2
  • Two new mutually agreed upon directors from Alumina Limited’s Board would be appointed to Alcoa’s Board of Directors upon closing.

The Alumina Limited Board of Directors has recommended that Alumina Limited shareholders vote in favor of the Agreement in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the transaction is in the best interests of Alumina Limited shareholders. The Independent Directors of Alumina Limited and its Managing Director and Chief Executive Officer intend to vote all shares of Alumina Limited held or controlled by them in favor of the Agreement.

Under the terms of the Agreement and at Alumina's request, Alcoa has agreed to provide short-term liquidity support to Alumina Limited to fund equity calls made by the AWAC joint venture if Alumina Limited’s net debt position exceeds $420 million. Based on AWAC's current 2024 cashflow forecast, Alcoa does not expect any support to be required in the 2024 calendar year. Subject to certain accelerated repayment triggers, Alumina Limited would be required to pay its equity calls (plus accrued interest) not later than September 1, 2025 in the event the transaction is not completed.

Learn more about the transaction
1 Interests in Alcoa shares would be delivered in the form of “CDIs” - Each Clearing House Electronic Sub-register System Depositary Interest represents a unit of beneficial ownership in a share of Alcoa common stock. CDIs are tradeable on the Australian Stock Exchange (ASX).
2 Based on fully diluted shares outstanding for Alcoa and Alumina Limited as of February 23, 2024.
Formed in 2002, AWAC is one of the world’s largest producers of alumina and miners of bauxite, with Alcoa’s and Alumina Limited’s relationship dating back to 1961.

Alcoa World Alumina and Chemicals (AWAC) A joint venture between Alcoa and Alumina Limited, solely operated by Alcoa.

Alcoa owns 60 percent and Alumina Limited owns 40 percent of the AWAC entities, respectively, directly or indirectly.
AWAC consists of a number of affiliated entities that own, operate or have an interest in bauxite mines and alumina refineries in Australia, Brazil, Spain, Saudi Arabia and Guinea.