Turquoise Hill transaction Agreement in Principle with Rio Tinto
(Posted on 01/09/22)
Turquoise Hill Resources Ltd. has announced that it has reached an agreement in principle and entered into a term sheet with Rio Tinto International Holdings Ltd. in respect of a transaction whereby Rio Tinto would acquire the approximately 49% of the issued and outstanding shares of Turquoise Hill that Rio Tinto does not currently own for C$43 per share in cash.
The Transaction is the result of extensive negotiations between the Special Committee of independent directors (the “Special Committee”) of Turquoise Hill and Rio Tinto that took place following the receipt on August 24, 2022 of an improved non-binding proposal from Rio Tinto of C$40 per share. These discussions ultimately culminated in the C$43 per share consideration offered pursuant to the Transaction, which has the unanimous support of the Special Committee.
The purchase price of C$43 per share reflects a:
67% premium to Turquoise Hill’s closing price of C$25.68 per share on March 11, 2022, being the date prior to Rio Tinto’s initial public proposal to acquire Turquoise Hill;
26% increase in the consideration as compared to Rio Tinto’s initial proposal on March 13, 2022 of C$34.00 per share;
8% increase in the consideration as compared to Rio Tinto’s revised proposal on August 24, 2022 of C$40.00 per share; and
19% premium to Turquoise Hill’s closing price of C$36.12 on August 31, 2022.
In approving the entering into of the agreement in principle, the Special Committee took into consideration a variety of factors relevant to determining that the offer price is fair to minority shareholders of the Company.
Maryse Saint-Laurent, Chair of the Special Committee said, “Our discussions with Rio Tinto resulted in material increases from the price first offered by Rio Tinto to the minority shareholders of Turquoise Hill while also ensuring Turquoise Hill’s additional funding needs will be met pending the consideration by shareholders of the proposed Transaction. The Special Committee has diligently considered these and a wide variety of other factors in reaching its determination to unanimously approve entering into the agreement in principle.”
Turquoise Hill Board Chair Peter Gillin said, “I want to thank the members of the Special Committee for their diligence in assessing and evaluating the proposals received from Rio Tinto since March. Also, I want to acknowledge the good faith efforts by Rio Tinto in negotiating with the Special Committee to come to this agreement in principle.”
Latest News
Rio Tinto reaches four billion tonnes of iron ore shipped to China
(Posted on 22/07/24)Rio Tinto has celebrates the shipment of four billion tonnes of iron ore from the Pilbara in Western... Read more
Africa’s opportunity to build sustainable logistics networks across mining sector
(Posted on 18/07/24)Capt. Pappu Sastry, CEO of Adhira Shipping and Logistics (ASL) has said that Africa’s mining sector... Read more
Conditions on Simandou iron ore investment now satisfied
(Posted on 16/07/24)All conditions have now been satisfied for Rio Tinto’s investment to develop the Simandou high... Read more
ADM offers segregated, traceable soybean meal to European customers
(Posted on 12/07/24)ADM, a global leader in innovative solutions from nature, has announced that it is offering fully verified... Read more
Rio Tinto to install carbon free aluminium smelting cells
(Posted on 04/07/24)Rio Tinto will install carbon free aluminium smelting cells at its Arvida smelter in Québec,... Read more
Moonbound appoints ASL for long-term South African lithium logistics project
(Posted on 28/06/24)Moonbound Mining Ltd. has appointed Adhira Shipping and Logistics (ASL) as its logistics contractor... Read more
ADM and Bayer collaboration help farmers achieve lower carbon emissions
(Posted on 19/06/24)ADM and Bayer have announced an extension of their collaboration, working with farmers in a bid... Read more
US House appropriations bill includes reinstatement of NASS reports
(Posted on 14/06/24)A House appropriations subcommittee in the USA has approved its Fiscal Year 2025 bill that includes... Read more
Rio Tinto to acquire Mitsubishi’s stake in Boyne aluminium smelter
(Posted on 14/06/24)Rio Tinto has agreed to acquire Mitsubishi Corporation’s 11.65% interest in Boyne Smelters Ltd... Read more
Richards Bay Minerals’ renewable energy agreement
(Posted on 07/06/24)Richards Bay Minerals (RBM) has signed a renewable power purchase agreement (PPA) with Khangela Emoyeni... Read more
