We are advising Alcoa on the acquisition

Davis Polk is advising Alcoa Corporation on its agreement with Alumina Limited for the acquisition of Alumina at an implied equity value of approximately $2.2 billion, subject to entry into a scheme implementation agreement. Under the proposed all-stock agreement, Alumina shareholders would receive consideration of 0.02854 Alcoa shares for each Alumina share. Upon completion of the agreement, Alumina shareholders would own 31.25% and Alcoa shareholders would own 68.75% of the combined company.

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’s Board of Directors that Alumina shareholders vote in favor in the absence of a superior proposal and an independent expert concluding that the proposed transaction is in the best interests of Alumina’s shareholders, approval by Australia’s Foreign Investment Review Board, Alumina’s shareholders approving the transaction and Alcoa shareholders approving the issue of the new Alcoa shares under the NYSE rules.

Alcoa is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future.

Alumina is a leading Australian company listed on the Australian Securities Exchange and the OTC market in the United States. Alumina represents a unique investment in globally leading bauxite mines and alumina refineries through its 40% investment in Alcoa World Alumina and Chemicals (AWAC). AWAC also has a 55% interest in the Portland aluminum smelter in Victoria Australia.

The Davis Polk corporate team includes partners James P. Dougherty and Cheryl Chan and associates Alex Yang, Rachel Schlosser and Lily Zhou. Partner Corey M. Goodman, counsel Liang Zhang and associate William Liang are providing tax advice. Partner Michael Kaplan is providing capital markets advice. All members of the Davis Polk team are based in the New York office.