Rio Tinto-Chalco partnership targets growth with $902M CBA transaction

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Rio Tinto and Aluminum Corporation of China Limited (Chalco) have agreed to jointly acquire a controlling stake in Companhia Brasileira de Alumínio (CBA), marking a major strategic move to expand their presence in low-carbon aluminium production.

Under a definitive agreement with Votorantim, the partners will purchase 68.596 per cent of CBA through a newly formed joint venture, owned 33 per cent by Rio Tinto and 67 per cent by Chalco. The transaction is priced at BRL 10.50 per share (USD 2 per share), representing a 21.2 per cent premium to CBA’s recent 20-day average trading price of BRL 8.67 (USD 1.66). The deal values Votorantim’s holding at approximately USD 902.6 million, with Rio Tinto contributing USD 297.8 million on a pro-rata basis.

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Once the acquisition closes, subject to regulatory clearances and customary conditions, the joint venture will launch a mandatory tender offer for the remaining CBA shares, as required under Brazilian law.

Strengthening the low-carbon aluminium supply chain

The acquisition gives Rio Tinto and Chalco control of one of Latin America’s most integrated aluminium platforms. CBA operates a fully renewable-powered production chain supported by 1.6 GW of clean energy capacity, including 21 hydropower plants and wind assets. Its operations are powered entirely by renewable electricity, positioning the company as a key supplier of low-carbon aluminium to Brazil’s growing domestic market.

CBA’s industrial footprint includes three bauxite mines producing around 2 million tonnes annually and the São Paulo Alumínio Complex, which features a 0.8-million-tonne alumina refinery, an approximately 0.4-million-tonne aluminium smelter, 0.3 million tonnes of secondary recycling capacity, and downstream processing facilities.

For Rio Tinto, the deal strengthens access to bauxite and alumina in the Atlantic region, while Chalco brings extensive processing expertise and scale. Together, the partners aim to unlock the next phase of growth for CBA as global demand rises for cleaner metals across automotive, construction, packaging, and energy sectors.

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Leadership highlights long-term value

Rio Tinto Aluminium & Lithium Chief Executive Jérôme Pécresse said, “This acquisition, jointly with Chalco, of Votorantim’s controlling position in CBA’s fully integrated aluminium supply chain in Brazil is aligned with our strategy to deliver value for shareholders by extending our low-carbon, renewable-powered aluminium footprint in rapidly growing markets. It also provides the opportunity to grow our bauxite and alumina supply chain in the Atlantic region.”

He also added, “Our partnership with Chalco brings together our combined operational excellence, innovation and unique project execution capabilities, unlocking the potential to create value for the benefit of our shareholders, as well as CBA’s employees, customers and local communities.”

Rio Tinto International Holdings Limited will hold Rio Tinto’s stake in the joint venture. Following completion, the partners also intend to pursue a potential delisting tender offer alongside the mandatory bid, although this could be reassessed.

The transaction remains subject to regulatory approvals and standard closing conditions, with Rio Tinto International Holdings Limited set to hold Rio Tinto’s 33 per cent stake in the joint venture. After completion, the partners will launch a mandatory tender offer for the remaining CBA shares, as required by Brazilian law, potentially alongside a delisting offer. The tender process will comply with the US Exchange Act Regulation 14E. 

During this period, Rio Tinto, its affiliates, brokers, and financial advisers may purchase CBA shares outside the US through open-market or private transactions, including shares acquired from Votorantim, and make disclosures in accordance with applicable regulations.

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