- Alcoa and Alumina enter into Amended Scheme of Implementation Deed
- Allan Gray Australia reiterates support of the Transaction
- Transaction remains on schedule for completion in the third quarter 2024
May 29, 2024
Pittsburgh, PA – (Highpoint Digest) – On May 20, 2024, Alcoa Corp. (NYSE: AA or “Alcoa”) announced it has entered into a Deed of Amendment and Restatement (the “Amendment”) of the Scheme Implementation Deed previously announced March 11, 2024 (the “Agreement”) with Alumina Limited in relation to the acquisition of Alumina Limited (the “Scheme“). Alumina Limited shareholders will continue to receive the previously announced Scheme Consideration of 0.02854 New CHESS Depositary Interests (“New Alcoa CDIs”) or equivalent for each Alumina Limited share (the “Agreed Ratio”). Each New Alcoa CDI represents a unit of beneficial ownership in a share of Alcoa common stock. Alumina Limited shareholders will be able to trade Alcoa common stock via the New Alcoa CDIs, which will be listed on the Australian Securities Exchange (“ASX”).
The Amendment is the result of cooperative discussions with all parties – including CITIC Group (“CITIC”), which holds or controls through its affiliates an 18.9% stake in Alumina Limited – to advance the transaction, which is expected to be completed in the third quarter of 2024. Alcoa has a longstanding working relationship with CITIC, which holds a stake in the Portland Aluminium joint venture in the state of Victoria, Australia, alongside Alcoa of Australia.
Alcoa and Alumina Limited have amended the Agreement whereby an affiliate of CITIC will receive a small proportion, approximately 1.5 percent of the pro forma outstanding Alcoa common stock, of its consideration under the Scheme in non-voting convertible series A preferred stock (par value US$0.01 per share) (“New Alcoa Non-Voting Shares”), instead of New Alcoa CDIs.
The New Alcoa Non-Voting Shares will be issued to enable CITIC to comply with the Bank Holding Company Act of 1956, which prohibits CITIC, as the owner of certain banking assets in the United States, from holding more than 5 percent of any class of voting shares in a U.S. public company. The economic rights of the New Alcoa Non-Voting Shares are generally equivalent to the economic rights of New Alcoa CDIs.
“The agreed change to the Scheme brings us a step closer to completing the transaction, which will provide significant and long-term benefits to both Alcoa and Alumina Limited shareholders,” said William F. Oplinger, President and CEO of Alcoa.
Allan Gray Australia Continues to Support the Scheme
Allan Gray Australia Pty Ltd, currently the largest substantial holder in Alumina Limited, has confirmed that it continues to be supportive of the Scheme. In light of that confirmation, Alcoa and Allan Gray Australia Pty Ltd have terminated their Conditional Share Sale Agreement in accordance with its terms.
Transaction Timing & Conditions
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 and Brazil’s antitrust regulator. The Australian Competition and Consumer Commission has indicated it does not intend to conduct a public review of the Scheme. The transaction is not conditional on due diligence or financing.
Transaction Findings
Alcoa Turns Raw Potential
into Real Progress
May 15, 2024
Alcoa announces funding for new Forest Research Centre
Alcoa Environmental Research Scientists Dr Lucy Commander, left, and Dr Justine Barker set a trap as part of research into trapdoor spiders.
Alcoa Australia will enhance its longstanding commitment to protecting, restoring and sharing knowledge about the forest by establishing a dedicated research centre.
Aligned to the company’s bauxite mining operations in select areas of the Northern Jarrah Forest in Western Australia’s Darling Range, the Forest Research Centre will receive $9.9 million of Alcoa research funding over the next five years.
Alcoa is also increasing its internal environmental research team from four to 11 staff and upgrading existing facilities at several of its WA locations to support the research programs.
Interim Vice President of Operations Australia Tanya Simmonds said the Forest Research Centre would build on the decades of research that has seen the company receive several accolades for its excellence in environmental management.
“Over the past 50 years, we’ve maintained an inhouse team of environmental researchers and contributed to collaborative projects, leading to significant progress in rehabilitation outcomes, water management, fauna management and return, and countless other advancements in environmental stewardship,” Ms Simmonds said.
“Through the Forest Research Centre we aim not only to expand understanding of the forest, but contribute to improving overall forest health, as well as facilitating wide reaching application of the science across all manner of land uses and forest management globally.”
The centre will embrace several existing environmental research projects and provide a platform for research into the future. Research will address five core pillars, continuing Alcoa’s focus on plant diversity return, fauna recolonisation and water stewardship, while introducing new areas of research to support forest conservation beyond mining and embrace Indigenous cultural values and practices through a “two-way” science program.
Ms Simmonds announced the Forest Research Centre at the Alcoa Environmental Symposium held at Perth’s Murdoch University on 16 May 2024. The event brought together over 100 researchers, academics, and industry and government stakeholders to share information on environmental research related to flora, fauna, water and climate.
Professor Treena Burgess, Executive Director of Murdoch University’s Harry Butler Institute, welcomed the announcement and said the Forest Research Centre would enhance opportunities for ongoing improvement in environmental performance.
“Murdoch University and Alcoa have longstanding research collaborations focused on critical environmental challenges associated with mineral extraction, including fauna conservation, ecosystem restoration, and dieback management,” Prof. Burgess said.
“The work that comes out of the new Forest Research Centre is likely to have broad, positive impacts on mine rehabilitation and sustainable land use.”
Ms Simmonds added that the Forest Research Centre would provide researchers with access to an extensive “living laboratory” covering unmined forest areas, rehabilitation from over the past 50 years and areas where mining has recently ceased, providing a broad range of research opportunities for both established researchers and students.
“Having this resource in close proximity to Perth and other key regional centres provides exceptional value as a training ground for the next generation of environmental specialists and we hope to grow on our current program of supporting Masters and PhD students with research aligned with the centre’s focus areas,” she said.
Alongside its own investment, Alcoa aims for the centre to attract additional collaborative research funding. A governance committee will be established in coming months with the first new research projects expected to commence in early 2025.
Additional findings on the Alcoa Transaction
May 09, 2024
‘Care-free’ Alcoa aluminum home restored, offer accepted for nearly $1 million
Back in the 1950s, Alcoa Inc. — the predecessor company of today’s Alcoa Corp. — hired several renowned architects to design single-family homes across the United States – made using Alcoa aluminum.
The 24 “care-free” homes featured unique designs and bold colors showing off the high-grade aluminum, including two in the suburbs of Pittsburgh, Pennsylvania – where Alcoa Corp.’s headquarters is based today.
More than 60 years later, a Minnesota couple completely restored their aluminum house and put it up for sale for the cool sum of $925,000. The homes were originally sold for between $30,000 to $60,000 when first built.
The sellers bought the place out of foreclosure and revamped it with lots of contemporary upgrades. And within a week, someone made an offer.
The popular social media account “Zillow Gone Wild” shared some incredible photos of the restored home, and the post was shared thousands of times on Facebook.
Charles Goodman, known for taking part in designing Washington, D.C.’s National Airport and other prefabricated homes, was one of the main architects on the project.
They were designed to highlight aluminum’s versatility, constructed on-site using kits provided by Alcoa. In the decades since being constructed, two of the original homes have been demolished.
You can see the full listing on Zillow here: 8000 Westwood Hills Dr, Saint Louis Park, MN 55426 | Zillow
May 01, 2024
Alcoans Take ‘Action’ in Norwegian Community
Alcoa senior leadership was on-hand in Mosjoen, Norway for the Alcoa Cup, a football tournament for people with disabilities.
When the team at Alcoa’s Mosjøen, Norway, facility learned that the organizer of a local football tournament for people with disabilities was bowing out, it had one emphatic response: Du kan stole på oss!
That means “You can count on us” in Norwegian, and Alcoa Mosjøen has proven time and again that it is there to support the Halsøy Tigers, the local sports team for people with disabilities. For several years, it has supported the team, its coaches and volunteers with funds through Alcoa ACTION grants. Employees at Mosjøen also fielded their own team to participate in the annual Lions Cup football tournament.
Now Alcoa Mosjøen is the official organizer of that tournament, which has been renamed the Alcoa Cup in the company’s honor. It is taking place this year in April, one year after Alcoa launched its global ABLE (Alcoans Moving Beyond Limited Expectations) inclusion group.
“This is an important step in building ABLE as something tangible,” said Jan-Ivar Myrflott, the ABLE leader at Alcoa Mosjøen.
ABLE’s mission is to create a work environment that promotes genuine and sustainable inclusion for people with disabilities, to raise awareness and to ensure that everyone feels accepted, valued and treated fairly. It is committed to helping people with disabilities widen their career expectations.
“ABLE is about seeing the value that different people with different experiences add to Alcoa, whether they have visible or invisible, or physical or psychological, challenges,” said Alcoa Mosjøen Operations Manager Jesús Maroño. “An extension of this is also to contribute to a positive change in attitude — that all people are valuable in their own way, and that also applies outside the gates.
“In a small town like Mosjøen, the smelter and the town are two sides of the same coin. When Alcoa proudly carries its values, it resonates and contributes to positive changes in attitude.”
Jan Strand, a gatekeeper at Alcoa Mosjøen who works tirelessly to give back to his community, helps train the Halsøy Tigers. He holds the record at Mosjøen for most participations in ACTION grants.
“All of the initiatives made possible with Alcoa’s financial support return the most important currency in the world – smiles and laughter,” he said.
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.
Source: Alcoa Corporation
Photos courtesy of Alcoa Corporation
