공시 • Aug 01
Alcoa Corporation (NYSE:AA) completed the acquisition of Alumina Limited (ASX:AWC) from Allan Gray Australia Pty Ltd. and others.
Alcoa Corporation (NYSE:AA) made an offer to acquire Alumina Limited (ASX:AWC) from Allan Gray Australia Pty Ltd. and others for AUD 3.3 billion on February 23, 2024. Alcoa Corporation (NYSE:AA) entered into share sale agreement to acquire Alumina Limited (ASX:AWC) from Allan Gray Australia Pty Ltd. and others for AUD 3.3 billion on February 25, 2024. As of March 11, 2024, Alcoa entered into a binding Scheme Implementation Deed to acquire Alumina from Allan Gray Australia Pty Ltd. and others. As per the transaction, Alcoa Corporation will issue 0.02854 shares for each Alumina Limited shares as a purchase consideration. Upon completion of the transaction, Alumina Limited shareholders would own 31.25%, and Alcoa shareholders would own 68.75% of the combined company. In addition, two new mutually agreed upon Australian directors from Alumina Limited’s Board would be appointed to Alcoa’s Board of Directors upon closing of the transaction. The SID includes certain circumstances in which a break fee of AUD 33.2794 million would be payable to Alcoa, or a reverse break fee of up to AUD 75.635 million would be payable to Alumina. Alcoa has agreed to establish a foreign exempt listing on the Australian Securities Exchange (ASX), which would enable Alumina shareholders to trade shares of Alcoa common stock via CDIs on the ASX, in the same way they would normally trade ASX-listed Alumina shares. The Independent Non-executive Directors and Managing Director and CEO of Alumina recommend and Alcoa's Boards of Directors recommend that its shareholders vote in favor of the transaction. The transaction is subject to implementation of definitive agreement. The transaction is expected to be completed in the third quarter 2024, subject to the satisfaction of customary conditions as well as approval by both companies’ shareholders and receipt of required regulatory approvals. The required regulatory approvals include approvals from Australia’s Foreign Investment Review Board, from the antitrust regulators in Australia and Brazil, shareholder approval of Alumina and Alcoa; approval of the Federal Court of Australia; receipt of confirmation of an ATO class ruling for scrip-for-scrip roll over relief; and other customary conditions. The transaction is not conditional on due diligence or financing. As of May 13, 2024, The acquisition of Alumina by Alco has been approved by Brazil's anti-trust body CADE. The deal is subject to approval by the antitrust authorities of other countries. As of May 20, 2024, Alcoa Corporation entered into a Deed of Amendment and Restatement of the Scheme Implementation Deed with Alumina Limited. As per amendment deed Alumina Limited shareholders will continue to receive the previously announced Scheme Consideration of 0.02854 New CHESS Depositary Interests or equivalent for each Alumina Limited share. Each New Alcoa CDI represents a unit of beneficial ownership in a share of Alcoa common stock. Alumina Limited shareholders will be able to trade Alcoa common stock via the New Alcoa CDIs, which will be listed on the Australian Securities Exchange. Alcoa and Alumina Limited have amended the Agreement whereby an affiliate of CITIC will receive a small proportion, approximately 1.5% of the pro forma outstanding Alcoa common stock, of its consideration under the Scheme in non-voting convertible series A preferred stock instead of New Alcoa CDIs. As of June 13, 2024, Alcoa has received Australian Foreign Investment Review Board (FIRB) approval in relation to the transaction. The transaction is still subject to the satisfaction or waiver of other conditions precedent, including approval by Alumina shareholders and Alcoa stockholders, as well as approval by Federal Court of Australia. As of June 18, 2024, Alumina is pleased to confirm that the Scheme Booklet has been dispatched to Alumina shareholders in the manner described in its announcement on June 11, 2024. As of June 27, 2024, Shareholder lawsuit hit the acquisition. Transaction is expected to complete on August 1, 2024. As of July 16, 2024 Alumina shareholders approved the Scheme of arrangement. On July 17, 2024, the approval from the Ministry of Finance of the PRC for the Transaction was obtained. The filing with the National Development and Reform Commission of the PRC in respect of the Transaction is expected to be made before the implementation of the Transaction. As of July 22, 2024, Federal Court of Australia approved the scheme. On July 23, 2024 scheme got effective.
J.P. Morgan Securities LLC and UBS Investment Bank acted as financial advisors and Kylie Lane, Susannah Macknay, Peter Moh, Ian Kellock, Costa Koutsis, Bronwyn Kirkwood and Justin Jones of Ashurst - New York and James P. Dougherty, Cheryl Chan, Corey M. Goodman, Liang Zhang and Michael Kaplan of Davis Polk & Wardwell LLP acted as legal advisors to Alcoa Corporation. Merrill Lynch Markets (Australia) Pty Limited and Flagstaff Partners Pty Ltd acted as financial advisors and Will Heath, Scott Langford, Stephen Minns, Greg Protektor, Annamarie Rooding, Catherine Danne, Christopher Kok, Mandy Tsang and Intan Eow of King & Wood Mallesons, Australia Branch and Ben Fleming, Kevin Akrong, Michelle Thiry, John Estes, Jin Lee, Matthew Friestedt, Sarah Remmer Long, Hollie Chenault, Eric Wang and Eli Dubin, Mehdi Ansari, Matthew Brennan and William Bekker of Sullivan & Cromwell acted as legal advisors to Alumina Limited. Grant Samuel Group Limited acted as a fairness opinion provider. Pricewaterhousecoopers Securities Limited acted as accountant and Computershare Investor Services Pty Limited acted as registrar to Alumina Limited. Daniel O. Andreoli of Demarest advised, as deal counsel, on the transaction ot Alcoa.
Alcoa Corporation (NYSE:AA) completed the acquisition of Alumina Limited (ASX:AWC) from Allan Gray Australia Pty Ltd. and others on August 1, 2024.