Alcoa Corp. (NYSE: AA or “Alcoa”) announced on May 20, 2024, that it has entered into a Deed of Amendment and Restatement (the “Amendment”) of the Scheme Implementation Deed, initially disclosed on March 11, 2024 (the “Agreement”), with Alumina Limited regarding the acquisition of Alumina Limited (the "Scheme"). Alumina Limited shareholders will maintain the previously revealed Scheme Consideration, receiving 0.02854 New CHESS Depositary Interests ("New Alcoa CDIs") or equivalent for each Alumina Limited share, as per the "Agreed Ratio." Each New Alcoa CDI denotes a beneficial ownership unit of Alcoa common stock. Shareholders of Alumina Limited will have the opportunity to trade Alcoa common stock via the New Alcoa CDIs, which will be listed on the Australian Securities Exchange.

The Amendment resulted from collaborative discussions with all involved parties, including CITIC Group (“CITIC”), which owns or controls an 18.9% stake in Alumina Limited through its affiliates. This Amendment aims to advance the transaction, which is anticipated to conclude in the third quarter of 2024. Alcoa has a longstanding relationship with CITIC, which is a partner in the Portland Aluminium joint venture in Victoria, Australia, alongside Alcoa of Australia.

Alcoa and Alumina Limited have revised the Agreement to stipulate that an affiliate of CITIC will receive a small portion of its consideration under the Scheme—approximately 1.5 percent of the pro forma outstanding Alcoa common stock—in the form of non-voting convertible series A preferred stock (par value US$0.01 per share) (“New Alcoa Non-Voting Shares”), rather than New Alcoa CDIs.

The issuance of the New Alcoa Non-Voting Shares is intended to enable CITIC to adhere to the provisions of the Bank Holding Company Act of 1956. This regulation prohibits CITIC, as the owner of specific banking assets in the United States, from possessing more than 5 percent of any category of voting shares in a U.S. public corporation. The economic rights of the New Alcoa Non-Voting Shares are generally equivalent to those of the New Alcoa CDIs.

"The agreed alteration to the Scheme marks progress towards finalizing the transaction, which promises substantial and enduring advantages for both Alcoa and Alumina Limited shareholders," stated William F. Oplinger, President and CEO of Alcoa.

Allan Gray Australia Pty Ltd, presently the largest significant stakeholder in Alumina Limited, has reaffirmed its support for the Scheme. Given this confirmation, Alcoa and Allan Gray Australia Pty Ltd have mutually terminated their Conditional Share Sale Agreement as per its conditions.

The completion of the transaction is anticipated in the third quarter of 2024, pending the fulfillment of standard conditions, shareholder approval from both companies, and obtaining necessary regulatory clearances. These include endorsements from Australia's Foreign Investment Review Board and Brazil's antitrust authority. The Australian Competition and Consumer Commission has indicated it will not undertake a public review of the Scheme. The transaction is not contingent upon due diligence or financing.