(Updates with the stock movement in the headline and last paragraph.)
South32 (ASX:S32) struck a deal to sell its aluminum assets to Alcoa (ASX:AAI) for an implied enterprise value of as much as $5.6 billion, according to a Wednesday filing with the Australian bourse.
The consideration comprises $3.1 billion in upfront cash consideration, roughly 17 million Alcoa shares worth $1 billion, about $750 million of net debt and lease liabilities to be assumed by Alcoa, and up to $750 million of contingent cash payments linked to alumina and aluminum prices to 2030, per the filing.
Under the deal, Alcoa will acquire South32's 86% interest in Western Australia-based Worsley Alumina, full ownership of Hillside Aluminum in South Africa, 33% stake in Brazil's MRN bauxite mine, 36% in Brazil Alumina refinery, and 40% in Brazil Aluminum smelter. Alcoa will also assume related rehabilitation provisions of about $1.2 billion.
The sale excludes Mozal Aluminum in Mozambique, which "remains on care and maintenance, with divestment under active consideration," South32 said.
The deal leaves South32 with a simplified business and expected overhead reduction of around $125 million per year, with full benefits to be realized in fiscal 2029, the company added.
The transaction is expected to complete in the second half of fiscal 2027, subject to conditions that include regulatory and South32 shareholder approval. It is not subject to any due diligence or financing conditions.
In a separate statement, Alcoa said it expects the deal to be accretive to earnings per share and free cash flow immediately following closing. The company has secured fully committed financing in the form of an initial $3.1 billion bridge commitment from Goldman Sachs.
Additionally, Matthew Daley has succeeded Graham Kerr as CEO and managing director of South32, effective immediately, completing the company's leadership transition plan. Kerr will continue as a strategic adviser to support the deal.
South32 shares rose 9% in recent Wednesday trade, while Alcoa declined 5%.