Alcoa Files Notice for South32 Shareholder Vote on $5.6B Aluminum Assets Acquisition

Summary of Event

On September 11, 2026, Alcoa Corporation ($AA) filed a Current Report on Form 8-K under Item 8.01 (Other Events) disclosing that on September 10, 2026, South32 Limited released its Notice of Meeting and Explanatory Memorandum to convene an Annual General Meeting scheduled for October 15, 2026.

At the meeting, South32 shareholders will vote on a resolution to approve the proposed sale of South32's aluminium value chain assets (excluding Mozal Aluminium) to Alcoa pursuant to the Umbrella Implementation Deed dated June 30, 2026.

Key Transaction Terms & Highlights

• Implied Enterprise Value: Up to approximately US$5.6 billion.
• Consideration Structure:
  • US$3.1 billion upfront cash proceeds.
  • US$1.0 billion in Alcoa scrip/shares (or CDIs).
  • Up to US$750 million in cash contingent consideration linked to alumina and aluminium prices through 2030.
  • Assumption of approximately US$750 million in net debt and lease liabilities.
  • Assumption of approximately US$1.1 billion in rehabilitation liabilities related to the acquired assets.
• Board Recommendation: South32's Board of Directors unanimously recommended that its shareholders vote in favor of the transaction in the absence of a superior proposal.
• Documentation: The proxy materials are distributed alongside Alcoa's final prospectus/Form S-4 declared effective by the SEC on September 8, 2026.