Chinalco, With Rio Tinto, Agrees to Buy Control of Brazil’s CBA for R$4.7 Billion

<p>Deal for Votorantim’s 68.6% stake triggers mandatory tender offer and potential delisting.</p>

CBA

By Brazil Stock Guide – Companhia Brasileira de Alumínio (B3: CBAV3) said its controlling shareholder agreed to sell its entire stake in the aluminum producer to a consortium led by Aluminum Corporation of China (Chinalco) alongside Rio Tinto, transferring control of one of Brazil’s largest aluminum companies in a transaction valued at about R$4.7 billion.

The deal covers 446.6 million shares, equivalent to 68.6% of the company’s total and voting capital, at a base price of R$10.50 per share. The final consideration will be adjusted by the CDI rate between signing and closing and reduced by any dividends or other distributions paid to the seller since June 30, 2025. Payment will be made in cash at closing.

Completion of the transaction depends on regulatory approvals in Brazil and abroad, including clearance from Brazil’s antitrust authority CADE, as well as competition authorities in China, Germany, South Korea and Uruguay. Additional authorizations are required from Brazil’s electricity-sector regulators, underscoring the aluminum producer’s exposure to energy-intensive operations and long-term power contracts.

The transaction also underscores a broader strategic shift at Votorantim, a group whose roots date back to 1918 and which remains controlled by the Ermírio de Moraes family. Long regarded as one of Brazil’s most traditional industrial conglomerates, Votorantim has increasingly retreated from heavy industrial businesses, reallocating capital toward less cyclical and more globally scalable activities. The move highlights the erosion of competitiveness in Brazil’s domestic manufacturing base, particularly in energy-intensive sectors such as aluminum. The symbolism is acute: Antônio Ermírio de Moraes, the group’s longtime patriarch, was a vocal and personal defender of CBA, often portraying the aluminum producer as a strategic pillar of Brazil’s industrial development.

Brazilian corporate law requires the buyers to launch a mandatory tender offer for remaining shares, ensuring equal treatment for minority investors. The consortium said it currently plans to pursue a delisting tender offer alongside the mandatory bid, although that decision may be reassessed after the change of control is completed.

For Chinalco, the acquisition expands access to bauxite, alumina and primary aluminum assets outside China, reinforcing Beijing’s push to secure upstream resources amid tighter global supply chains. For Rio Tinto, the deal deepens its footprint in Brazil, a jurisdiction increasingly viewed as strategic for metals linked to electrification and the energy transition. For CBA, the shift from domestic industrial ownership to control shared between Chinese state capital and a global mining major marks a turning point in governance, capital allocation and long-term strategy.


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