All-cash proposal for full Turquoise Hill ownership

(Posted on 18/03/22)

Rio Tinto has made a non-binding proposal to the Turquoise Hill Board to acquire the approximately 49% of the issued and outstanding shares of Turquoise Hill that Rio Tinto does not currently own (the “Proposed Transaction”). Under the terms of the Proposed Transaction, Turquoise Hill minority shareholders would receive C$34 in cash per Turquoise Hill share, representing a premium of 32% to Turquoise Hill’s last closing share price on the Toronto Stock Exchange. This proposal would value the Turquoise Hill minority share capital at approximately US$2.7 billion.

The Proposed Transaction follows the recent comprehensive agreement reached between Rio Tinto, Turquoise Hill and the Government of Mongolia to move the Oyu Tolgoi project forward, reset the relationship between the partners and approve commencement of underground operations. It would simplify the Oyu Tolgoi ownership structure, strengthen Rio Tinto’s copper portfolio, and reinforce its long-term commitment to Mongolia. In addition, the Proposed Transaction provides Turquoise Hill minority shareholders with the ability to realise compelling, immediate and certain value for their shares at a time when uncertainties inherent in the development of the underground operations and funding of such development remain.

Rio Tinto Chief Executive Jakob Stausholm said “Rio Tinto strongly believes in the long-term success of Oyu Tolgoi and Mongolia, and delivering for all stakeholders over the long-term. That is why we want to increase our interest in Oyu Tolgoi, simplify the ownership structure, and further strengthen Rio Tinto’s copper portfolio. We believe the terms of proposal are compelling for Turquoise Hill shareholders.

“The Proposed Transaction would enable Rio Tinto to work directly with the Government of Mongolia to move the Oyu Tolgoi project forward with a simpler and more efficient ownership and governance structure. With our relationship reset and the underground operations commenced, this transaction demonstrates our clear and unequivocal long-term commitment to Mongolia.”

Rio Tinto looks forward to working constructively with the Turquoise Hill Board to progress the Proposed Transaction. Should Turquoise Hill investors not accept the Proposed Transaction, Rio Tinto welcomes their continued investment and equal share of future risks and funding obligations.

Rio Tinto’s proposal to the Turquoise Hill Board will be filed promptly with the Securities and Exchange Commission in accordance with applicable laws and regulations in the United States. The Proposed Transaction, which is expected to be conducted by way of a Canadian plan of arrangement, will be subject to customary closing conditions, including approval by a majority of the votes cast by Turquoise Hill minority shareholders. The Proposed Transaction is not subject to any financing condition or due diligence.

No agreement has been reached between Rio Tinto and Turquoise Hill, and there can be no assurance that any transaction will result from these discussions. Even if a transaction is agreed, there can be no assurances as to its terms, structure or timing.

Credit Suisse, RBC Capital Markets and Rothschild & Co are acting as financial advisors to Rio Tinto, and McCarthy Tétrault LLP and Sullivan & Cromwell LLP are acting as legal advisors. Rio Tinto and its advisors stand ready to work with the Turquoise Hill Board of Directors to agree to the terms of, and implement, the Proposed Transaction. 

Latest News

SSAB delivers decarbonised steel to Vattenfall’s solar park project in Germany

SSAB is supplying decarbonised steel to Vattenfall for the construction of the ground-mounted solar... Read more

NGFA statement on STB’s decision to conditionally accept rail merger application

In accordance with the Surface Transportation Board’s merger rules, the Board has conditionally... Read more

EU feed production market forecast highlights continued stability

FEFAC market experts are forecasting continued stability in the EU compound feed production market for... Read more

Fertilizer Action Plan: recognition must now translate into delivery

Fertilizers Europe has acknowledged the European Commission’s Fertilizer Action Plan, which recognises... Read more

Tripartite MOU to establish direct U.S.–DRC cobalt supply chain

Entreprise Générale du Cobalt, EVelution Energy LLC and Trafigura Pte Ltd. has announced... Read more

Commissioning of Oxelösund electric arc furnace delayed due to permitting

SSAB’s conversion of the mill in Oxelösund to fossil-free production is being delayed due... Read more

YEC agreement supports decarbonisation of Rio Tinto’s Pilbara iron ore operations

Yindjibarndi Energy Corporation (YEC), one of Australia’s largest Indigenous-led renewable energy... Read more

ASA Vice President urges caution in USTR Section 301 investigation

Soybean farmers are already facing significant economic headwinds and new trade actions could add further... Read more

ADM investment to upgrade Clinton, Iowa, corn processing facility

ADM, a global leader in innovative solutions from nature, has announced a multimillion-dollar investment... Read more

JV in Bayuquan, China to strengthen global raw material supply chains

CREMER ERZKONTOR GmbH has announced the official opening of its joint venture, CREMER (Yingkou) Supply... Read more