Alcoa Announces Agreement With Alumina Limited on Terms and Process to Acquire Alumina Limited in All-Stock Transaction

• Transaction would further enhance Alcoa’s position as of one of the world’s largest bauxite and alumina producers with increased ownership of core, tier-1 assets

• Transaction would provide Alumina Limited shareholders the opportunity to participate in the upside potential of a stronger, better-capitalized company with a larger, more diversified portfolio

• Transaction would result in significant and long-term value creation for both companies’ shareholders from greater operational flexibility

• Alumina Limited’s largest holder, Allan Gray Australia, has entered into an agreement with Alcoa which gives Alcoa the right to acquire up to 19.9% of Alumina Limited’s issued share capital

• Investor conference call scheduled for today, February 25, 2024 at 6:00 p.m. ET / February 26, 2024 at 10:00 a.m. AEDT

PITTSBURGH–(BUSINESS WIRE)–Alcoa (NYSE: AA or “Alcoa”) today announced that it has entered into an agreement with Alumina Limited (ASX: AWC) on terms and process for the acquisition of Alumina Limited, subject to entry into a scheme implementation agreement.

Alcoa and Alumina Limited have entered into an exclusivity and transaction process deed (“Process Deed”), and the Alumina Limited Board of Directors has confirmed that, subject to entry into a scheme implementation agreement, it intends to recommend the transaction to Alumina Limited shareholders. Under the all-scrip, or all-stock, transaction, Alumina Limited shareholders would receive consideration of 0.02854 Alcoa shares for each Alumina Limited share (the “Agreed Ratio”). Based on Alcoa’s closing share price as of February 23, 2024, the Agreed Ratio implies an equity value of approximately $2.2 billion for Alumina Limited.

The Alumina Limited Board of Directors intends to recommend the Agreed Ratio in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the transaction is in the best interests of Alumina Limited shareholders.

Under the Process Deed, Alcoa and Alumina Limited intend to finalize and enter into a scheme implementation agreement for the all-scrip transaction (the “Agreement”). Upon completion of the Agreement, Alumina Limited shareholders would own 31.25 percent, and Alcoa shareholders would own 68.75 percent of the combined company.¹

Alcoa is the sole operator of Alcoa World Alumina and Chemicals (AWAC), a joint venture (“JV”) with Alumina Limited. AWAC consists of a number of affiliated entities that own, operate or have an interest in bauxite mines and alumina refineries in Australia, Brazil, Spain, Saudi Arabia and Guinea. AWAC also has a 55 percent interest in an aluminum smelter in Victoria, Australia. Alcoa owns 60 percent and Alumina Limited owns 40 percent of the AWAC entities, respectively, directly, or indirectly.

The Agreement would increase Alcoa’s economic interest in its core business and simplify governance by acquiring the minority partner in its AWAC JV, resulting in greater operational flexibility and strategic optionality. It would also allow Alumina Limited shareholders to participate in the upside potential of a stronger, better-capitalized company with a larger and more diversified portfolio while offering exposure to Alcoa’s upstream aluminum business.

Executive Commentary

“We are pleased to have entered into the transaction process and exclusivity deed to finalize the terms of the transaction, which will provide significant and long-term benefits to both Alcoa and Alumina Limited shareholders,” said William F. Oplinger, Alcoa’s President and CEO. “Alcoa has been a proven operator of AWAC, and we recognize the value creation opportunities possible under a simplified ownership structure, including the ability to implement AWAC’s operational and strategic decisions on an accelerated basis. We believe now is the right time to consolidate ownership in AWAC and look forward to working closely with the Alumina Limited team to consummate a transaction that will better position Alcoa to execute on our long-term growth strategy.”

Mr. Oplinger continued, “This acquisition would build on our commitment to Western Australia, and provides significant benefits to employees, customers, host communities, and others who rely on the continuing success of our global business.”

Compelling Strategic and Financial Benefits

• Increases Alcoa’s exposure to its core, tier-1 bauxite and alumina business, and provides Alumina Limited shareholders with exposure to Alcoa’s global aluminum business. The acquisition of Alumina Limited would consolidate Alcoa’s ownership of one of the world’s largest bauxite and alumina producers with tier 1 assets. With this acquisition, Alcoa would significantly increase its ownership in five of the 20 largest bauxite mines and five of the 20 largest alumina refineries globally (excluding China).² This complements Alcoa’s low carbon, global smelting portfolio that has the fifth largest global production (excluding China).³ Importantly, Alumina Limited shareholders gain access to the benefits of Alcoa’s upstream aluminum business.

• Enhances Alcoa’s global position as the leading pure-play upstream aluminum company. A combination of Alcoa and Alumina Limited would enhance Alcoa’s vertical integration across the value chain, with leading positions across bauxite, alumina and aluminum smelting and casting, excluding China. AWAC’s mining operations are strategically located in proximity to AWAC refineries and major Atlantic and Pacific markets. Alcoa’s smelters are strategically located proximate to key markets in North America and Europe. The increased vertical integration in a combined company also provides more stability throughout the commodity cycle.

• Offers Alumina Limited shareholders ownership in a stronger, well-capitalized business. With ownership of the combined entity, Alumina Limited shareholders will exchange their shares in a non-operating passive investment vehicle for an ownership position in Alcoa. As part of this transition, Alumina Limited shareholders would participate in Alcoa’s capital returns program, including the current dividend, and would have access to a larger, strong balance sheet that will be better able to fund portfolio actions, maintenance capital, and growth capital.

• Simplifies corporate structure and governance, resulting in greater operational flexibility and strategic optionality. Having 100 percent ownership of AWAC simplifies the corporate structure and allows for a more efficient operating model. With a centralized management team and strategy, Alcoa will be better positioned to execute operational and strategic decisions on an accelerated basis. In addition, a simplified corporate structure will result in efficiencies through a reduction in corporate costs.

• Bolsters long-term financial profile and maximizes value creation for both companies’ shareholders. The proposed transaction would increase Alcoa’s financial flexibility, enabling more efficient funding and capital allocation decisions, as well as liability management. Alcoa would be better positioned to achieve many of the Company’s long-term strategies to maximize value creation for shareholders. These being: returning cash to shareholders, increasing portfolio exposure to what has been Alcoa’s highest margin and highest return on capital business historically, and positioning for growth with the ability to make decisions on a streamlined basis. Additionally, an acquisition of Alumina Limited increases Alcoa’s financial flexibility for its Western Australia mining projects and near-term portfolio actions.

• Reaffirms Alcoa’s commitment to Western Australia – a premier global mining jurisdiction. Alcoa has a long track record in the tier-1 Western Australia mining jurisdiction. The proposed acquisition of Alumina Limited builds on Alcoa’s commitment to continued productive relationships built on engagement with local communities, significant employment, and improved environmental performance. The proposed acquisition would better position Alcoa to continue its long-term plan of investing in Australian bauxite mining and alumina refining.

Transaction Details

Under the proposed all-scrip, or all-stock, Agreement, Alumina Limited shareholders would receive consideration of 0.02854 Alcoa shares for each Alumina Limited share.⁴ This consideration would imply a value of A$1.15 per Alumina Limited share, based on Alcoa’s closing share price on the NYSE as of February 23, 2024 of $26.52.⁵ This represents a premium of 13.1% to the closing price of Alumina Limited’s shares on February 23, 2024.

As part of the proposed transaction, Alcoa would apply to establish a secondary listing on the Australian Securities Exchange (“ASX“) to allow Alumina Limited shareholders to trade Alcoa common stock via CHESS Depositary Interests (“CDIs“)on the ASX.

Under the terms of the Agreement, two new mutually agreed upon directors from Alumina Limited’s Board would be appointed to Alcoa’s Board of Directors upon closing.

Conditional Share Sale Agreement with Allan Gray Australia

Alumina Limited’s largest holder, Allan Gray Australia, has entered into an agreement with Alcoa that gives Alcoa the right to acquire up to 19.9 percent of Alumina Limited at the Agreed Price 0.02854 Alcoa shares for each Alumina Limited share. The conditional share sale agreement will be disclosed in a substantial holder notice to be released to ASX.

Transaction Conditions

The transaction would be subject to the satisfaction of certain customary conditions and regulatory approval, including entry into a scheme implementation agreement, a recommendation from Alumina Limited’s Board of Directors that Alumina Limited shareholders vote in favor in the absence of a superior proposal, and an independent expert concluding (and continuing to conclude) that the proposed transaction is in the best interests of Alumina Limited’s shareholders, approval by Australia’s Foreign Investment Review Board, Alumina Limited’s shareholders approving the transaction and Alcoa shareholders approving the issue of the new Alcoa shares under the NYSE rules. The transaction is not conditional on due diligence or financing.

The parties expect to be in a position to announce a scheme implementation agreement detailing the full details of the transaction in the near-term.

Transaction Website

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

Advisors

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

Conference Call

Alcoa will hold a conference call at 6:00 p.m. Eastern Time (ET) on Sunday, February 25, 2024 (10:00 a.m. AEDT on Monday, February 26, 2024), to discuss today’s announcement.

The call will be webcast via the Company’s homepage on www.alcoa.com. Presentation materials for the call will be available for viewing on the same website prior to the call. The conference may also be accessed by calling 1-844-763-8274 (international callers dial 1-412-717-9224). Participants may preregister for the conference call at https://dpregister.com/sreg/10186845/fbb5eeb996.

About Alcoa Corporation

Alcoa (NYSE: AA) is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. With a values-based approach that encompasses integrity, operating excellence, care for people and courageous leadership, our purpose is to Turn Raw Potential into Real Progress. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to greater efficiency, safety, sustainability and stronger communities wherever we operate.

Dissemination of Company Information

Alcoa intends to make future announcements regarding company developments and financial performance through its website, www.alcoa.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls and webcasts. The Company does not incorporate the information contained on, or accessible through, its corporate website into this press release.

Forward-Looking Statements

This communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa Corporation (“Alcoa”) that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the proposed transaction; the ability of the parties to negotiate, enter into and complete the proposed transaction; the expected benefits of the proposed transaction, the competitive ability and position following completion of the proposed transaction; forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters); statements about strategies, outlook, and business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are based on Alcoa’s perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (1) the outcome of any discussions between Alcoa and Alumina Limited with respect to the proposed transaction, including the possibility that the parties will not agree to pursue a transaction or that the terms of any such transaction will be materially different from those described herein, (2) the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed transaction; (3) the prohibition or delay of the consummation of the proposed transaction by a governmental entity; (4) the risk that the proposed transaction may not be completed in the expected time frame or at all; (5) unexpected costs, charges or expenses resulting from the proposed transaction; (6) uncertainty of the expected financial performance following completion of the proposed transaction; (7) failure to realize the anticipated benefits of the proposed transaction; (8) the occurrence of any event that could give rise to termination of the proposed transaction; (9) potential litigation in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; (10) the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (11) volatility and declines in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which are linked to LME or other commodities; (12) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (13) competitive and complex conditions in global markets; (14) our ability to obtain, maintain, or renew permits or approvals necessary for our mining operations; (15) rising energy costs and interruptions or uncertainty in energy supplies; (16) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (17) our ability to execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (18) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (19) economic, political, and social conditions, including the impact of trade policies and adverse industry publicity; (20) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (21) changes in tax laws or exposure to additional tax liabilities; (22) global competition within and beyond the aluminum industry; (23) our ability to obtain or maintain adequate insurance coverage; (24) disruptions in the global economy caused by ongoing regional conflicts; (25) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (26) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions; (27) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (28) claims, costs and liabilities related to health, safety, and environmental laws, regulations, and other requirements, in the jurisdictions in which we operate; (29) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage; (30) our ability to fund capital expenditures; (31) deterioration in our credit profile or increases in interest rates; (32) restrictions on our current and future operations due to our indebtedness; (33) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (34) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (35) labor market conditions, union disputes and other employee relations issues; (36) a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and (37) the other risk factors discussed in Part I Item 1A of Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other reports filed by Alcoa with the SEC. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement. Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described above and other risks in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements and none of the information contained herein should be regarded as a representation that the forward-looking statements contained herein will be achieved.

Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the proposed transaction. In connection with the proposed transaction, Alcoa plans to file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that Alcoa may file with the SEC and send to its stockholders in connection with the proposed transaction. The issuance of the stock consideration in the proposed transaction will be submitted to Alcoa’s stockholders for their consideration. The Proxy Statement will contain important information about Alcoa, the proposed transaction and related matters. Before making any voting decision, Alcoa’s stockholders should read all relevant documents filed or to be filed with the SEC completely and in their entirety, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about Alcoa and the proposed transaction.

Alcoa’s stockholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Alcoa, free of charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Alcoa with the SEC may be obtained, without charge, by contacting Alcoa through its website at https://investors.alcoa.com/.

Participants in the Solicitation

Alcoa, its directors, executive officers and other persons related to Alcoa may be deemed to be participants in the solicitation of proxies from Alcoa’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of Alcoa and their ownership of common stock of Alcoa is set forth in the section entitled “Information about our Executive Officers” included in Alcoa’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 21, 2024 (and which is available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1675149/000095017024018069/aa-20231231.htm), and in the sections entitled “Director Nominees” and “Stock Ownership of Directors and Executive Officers” included in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 16, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1675149/000119312523072587/d427643ddef14a.htm). Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

__________________

1 Based on fully diluted shares outstanding for Alcoa and Alumina Limited as of February 23, 2024.

2 Per Wood Mackenzie

3 Per Wood Mackenzie

4 Interests in Alcoa shares would be delivered in the form of “CDIs” – Clearing House Electronic Sub-register System Depositary Interests representing a unit of beneficial ownership in a share of Alcoa common stock. CDIs are tradeable on the Australian Stock Exchange (ASX).

5 Based on the prevailing AUD / USD exchange rate of 0.656 as of February 23, 2024.

Contacts

Investor Contact:
James Dwyer

James.Dwyer@alcoa.com

Media Contact:
Jim Beck

James.Beck@alcoa.com

Additional Media Contacts

Australia
Citadel MAGNUS

Paul Ryan +61 409 296 511

pryan@citadelmagnus.com

United States
Joele Frank, Wilkinson Brimmer Katcher

Sharon Stern / Kaitlin Kikalo / Lyle Weston

Alcoa-jf@joelefrank.com

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