Alcoa Corporation (NYSE:AA) made an offer to acquire Alumina Limited (ASX:AWC) from Allan Gray Australia Pty Ltd. and others for AUD 3.3 billion on February 23, 2024. Alcoa Corporation (NYSE:AA) entered into share sale agreement to acquire Alumina Limited (ASX:AWC) from Allan Gray Australia Pty Ltd. and others for AUD 3.3 billion on February 25, 2024. As of March 11, 2024, Alcoa entered into a binding Scheme Implementation Deed to acquire Alumina from Allan Gray Australia Pty Ltd. and others. As per the transaction, Alcoa Corporation will issue 0.02854 shares for each Alumina Limited shares as a purchase consideration. Upon completion of the transaction, Alumina Limited shareholders would own 31.25%, and Alcoa shareholders would own 68.75% of the combined company. In addition, two new mutually agreed upon Australian directors from Alumina Limited?s Board would be appointed to Alcoa?s Board of Directors upon closing of the transaction. The SID includes certain circumstances in which a break fee of AUD 33.2794 million would be payable to Alcoa, or a reverse break fee of up to AUD 75.635 million would be payable to Alumina. Alcoa has agreed to establish a foreign exempt listing on the Australian Securities Exchange (ASX), which would enable Alumina shareholders to trade shares of Alcoa common stock via CDIs on the ASX, in the same way they would normally trade ASX-listed Alumina shares. The Independent Non-executive Directors and Managing Director and CEO of Alumina recommend and Alcoa's Boards of Directors recommend that its shareholders vote in favor of the transaction. The transaction is subject to implementation of definitive agreement. The transaction is expected to be completed in the third quarter 2024, subject to the satisfaction of customary conditions as well as approval by both companies? shareholders and receipt of required regulatory approvals. The required regulatory approvals include approvals from Australia?s Foreign Investment Review Board, from the antitrust regulators in Australia and Brazil, shareholder approval of Alumina and Alcoa; approval of the Federal Court of Australia; receipt of confirmation of an ATO class ruling for scrip-for-scrip roll over relief; and other customary conditions. The transaction is not conditional on due diligence or financing.

J.P. Morgan Securities LLC and UBS Investment Bank acted as financial advisors and Ashurst - New York and James P. Dougherty, Cheryl Chan, Corey M. Goodman, Liang Zhang and Michael Kaplan of Davis Polk & Wardwell LLP acted as legal advisors to Alcoa Corporation. Merrill Lynch Equities (Australia) Limited and Flagstaff Partners Pty Ltd acted as financial advisors and King & Wood Mallesons, Australia Branch and Sullivan & Cromwell acted as legal advisors to Alumina Limited.