Alumina and Alcoa Transaction Process and Exclusivity Deed

Alumina Limited (ASX: $AWC) has received a non-binding proposal from Alcoa Corporation to acquire 100% of its ordinary shares via a scheme of arrangement. The proposal, at a 13.1% premium to the share price on 23 February 2024, implies a 19.5% premium based on the average exchange ratio over the last 12 months. The Alumina Board has confirmed that its Independent Non-executive Directors and Managing Director and CEO intend to recommend the proposal to Alumina Shareholders, subject to entry into definitive transaction documentation.

Alumina's Intention to Recommend and Exclusivity Period

The Alumina Board has expressed its intention to recommend the proposal to Alumina Shareholders, provided there is no superior proposal and an independent expert concludes that the transaction is in the best interests of Alumina shareholders. Alumina has entered into a Transaction Process and Exclusivity Deed with Alcoa, granting Alcoa a 20 business day period of exclusivity. During this period, both parties will negotiate in good faith to seek to agree on an Implementation Agreement and any other transaction documentation required to implement the Transaction.

Outlook and Forward-looking Statements

The proposal is subject to negotiation and execution of mutually satisfactory definitive transaction documentation, including customary conditions and regulatory approvals. Alumina shareholders do not need to take any action in relation to the proposal at this stage. The company has retained financial and legal advisers in connection with the proposal. Alumina has also provided forward-looking statements, emphasizing that the proposal is not a guarantee of future performance and involves known and unknown risks, uncertainties, and other factors beyond the company's control. The company disclaims any responsibility to update or revise any forward-looking statements to reflect any new information or change in events, conditions, or circumstances.