Alcoa provides update on transaction milestones for the acquisition of Alumina Limited

On June 11 2024, Alcoa Corporation announced that it had reached several key milestones in its acquisition of Alumina Limited (“Alumina”) and expects the transaction to be completed on or about August 1, 2024, subject to the satisfaction of customary conditions.

The milestones include:

• Alcoa filed its definitive proxy statement with the Securities and Exchange Commission on June 6, 2024, and scheduled the Special Meeting of Shareholders to vote on the transaction for July 16, 2024.
• Alcoa received regulatory approvals from Brazil’s Administrative Council for Economic Defense (CADE) for the acquisition on May 13, 2024; and the Australian Competition and Consumer Commission, which has indicated it does not intend to conduct a public review of the transaction.
• Alumina has registered its Scheme Booklet with the Australian Securities and Investments Commission (ASIC), and the Scheme Booklet will be sent to Alumina shareholders following orders from the Federal Court of Australia on June 7, 2024, to dispatch the Scheme Booklet and convene a shareholder meeting to conduct a vote. Alumina shareholders are slated to vote on the acquisition on July 18, 2024. The Court also has ordered that a second court hearing, should the Alumina shareholder vote be successful, will take place on July 22, 2024, to approve the results of the shareholder vote.

“I am very pleased with the progress our team is making to complete this value-enhancing transaction with Alumina Limited,” said Alcoa President and CEO William F. (Bill) Oplinger. “Acquiring Alumina Limited aligns with our long-term strategy to bolster our position as a leading pure-play, upstream aluminium company globally. We are looking forward to realising the long-term benefits of the transaction to both companies’ shareholders and broader stakeholders and communities following the completion.”

The Court proceedings are part of the statutory process in Australia and are required to convene the Alumina shareholders to vote on the acquisition.

An Independent Expert Report (IER), together with the Scheme Booklet, was publicly released on the ASX on June 11, 2024 (AEST), following registration of the Scheme Booklet with ASIC. The IER states that the transaction is fair and reasonable and, therefore, in the absence of a superior proposal, in the best interests of the Alumina shareholders.

The transaction remains subject to approval by both companies’ shareholders and receipt of approval from Australia’s Foreign Investment Review Board. The transaction is not conditional on due diligence or financing.

Transaction website

Associated materials regarding the transaction are available on the investor relations section of Alcoa’s website at www.alcoa.com as well as a transaction website at www.strongawacfuture.com.

Advisors

J.P. Morgan Securities LLC and UBS Investment Bank are Alcoa's financial advisors, and Ashurst and Davis Polk & Wardwell LLP are its legal counsel.