Mallesons has advised South32 Limited on the disposal of its Aluminium portfolio spanning Australia, Brazil and South Africa to Alcoa Corporation in a transaction with an implied enterprise value of up to US$5.6 billion.
Under the transaction, Alcoa will acquire South32’s interests in Worsley Alumina (86%), Hillside Aluminium (100%), the MRN bauxite mine (33%), the Brazil Alumina refinery (36%) and the Brazil Aluminium smelter (40%).
The consideration comprises US$3.1 billion in cash, US$1.0 billion in Alcoa scrip and up to US$750m in contingent cash consideration, with Alcoa assuming US$750m in net debt and lease liabilities.
The transaction involves a globally significant aluminium value chain spanning bauxite mining, alumina refining and aluminium smelting assets across Australia, Brazil and South Africa. It represents an important milestone for South32, with an innovative consideration structure combining cash, NYSE-listed and ASX-quoted Alcoa equity and commodity price-linked contingent payments.
The Mallesons team was led by M&A Partners Antonella Pacitti and Will Heath, Senior Associates Toby Newnes and Jessica Zuiderwijk, and Lawyer Gabrielle O’Hara, with client relationship support from David Friedlander.
Critical strategic and specialist input was provided across Mallesons’ multi-disciplinary practices including Tax (Darren McClafferty, Jason Barnes, Sylvester Urban, Kat Ellis), Competition (Caroline Coops, Helena Kanton), Intellectual Property (Bryony Evans, Rebecca Slater, Ella Hall), Environment + Tenure (Sally Audeyev, Emma Kay, Stephen Halls, Hilda Chan), Mining (Tim Edwards, Lucius Moser, Ben Bartley), Employment (Giacomo Giorgi, Mia Henderson, Courtney Logue) and Foreign Investment Review Board, (Lizzie Knight).
Commenting on the transaction, Antonella Pacitti said:
"This transaction combines scale, asset complexity and international execution. Representing a globally significant aluminium value chain spanning mining, refining and smelting assets across three continents, it marks a major strategic repositioning for South32.
"The breadth of assets, stakeholders and jurisdictions involved, together with the legal, regulatory and commercial considerations at play, required careful coordination across multiple workstreams and geographies. Successfully navigating that complexity is what makes mandates like this both challenging and rewarding, and we are thrilled to be supporting our longstanding client, South32 with this transaction."
Will Heath added:
"Delivering matters of this nature requires the seamless integration of expertise across M&A, mining and resources, competition, tax, employment, environmental, FIRB and regulatory workstreams. This mandate brought together specialist teams from across the firm, demonstrating the value of Mallesons' fully integrated approach to supporting strategically significant transactions in the global resources sector."
The transaction is subject to shareholder, competition and regulatory approvals across multiple jurisdictions and is expected to complete in H1 2027.
