Alcoa Files Form 425 Relating to $5.6B South32 Aluminium Asset Acquisition

Transaction Overview

On September 11, 2026, Alcoa Corporation (NYSE: AA) filed communications pursuant to Rule 425 in connection with its planned acquisition of South32 Limited's aluminium value chain assets pursuant to the Umbrella Implementation Deed dated June 30, 2026.

Key Acquisition Details:

• Implied Enterprise Value: Up to $5.6 billion
• Consideration Structure:
  • Upfront Cash: $3.1 billion
  • Equity Consideration: $1.0 billion in Alcoa common stock/CDIs (17,008,960 shares)
  • Contingent Consideration: Up to $750 million based on LME aluminium and alumina price thresholds through CY2030
  • Assumed Liabilities: ~$750 million in net debt and lease liabilities, plus ~$1.1 billion in closure and rehabilitation provisions
• Target Assets Included:
  • Worsley Alumina (86% interest)
  • Hillside Aluminium (100% interest)
  • MRN Bauxite Mine (33% interest)
  • Alumar Alumina Refinery (36% interest) and Alumar Aluminium Smelter (40% interest)
  • Note: Mozal Aluminium is excluded from the transaction.

Strategic and Financial Rationale

• Synergies: Consolidates Alcoa's upstream footprint and unlocks operational synergies in Western Australian alumina operations.
• Accretion & Scale: Expected to provide earnings per share and free cash flow accretion upon closing.

Timeline & Next Steps

• Shareholder Approval: South32 has scheduled an Annual General Meeting for October 15, 2026, for shareholders to vote on the asset disposal.
• Expected Closing: Subject to regulatory clearances and closing conditions, completion is targeted for the first half of calendar year 2027.