Votorantim Agrees to Sell Control of CBA to Chinalco–Rio Tinto Joint Venture for R$4.7 Billion

Overview

• The binding contract covers 446.6 million shares, equal to 68.596% of CBA, at a base price of R$10.50 per share totaling R$4.689 billion, payable at closing.
• The price will be adjusted for CDI accrual between signing and closing and reduced for any dividends, interest on equity, buybacks or capital reductions benefiting the seller in the interim.
• Control will pass to a joint venture led by Chinalco with Rio Tinto holding roughly 30% to 33%, according to reports, with Chinalco as the majority partner.
• The buyers must launch a public tender offer for the remaining shares, and they currently plan a concurrent offer to delist the company but may reconsider that after completion.
• Completion requires approvals from Brazil’s CADE and energy regulators Aneel and CCEE, plus antitrust clearances in China, Germany, South Korea and Uruguay.