Turquoise Hill Resources Ltd. (“Turquoise Hill” or the “Company”) today provided an update on its review of the unsolicited non-binding proposal from Rio Tinto International Holdings Ltd. (“Rio Tinto”), the Company’s majority shareholder, to acquire through a plan of arrangement the approximately 49% of the outstanding shares of Turquoise Hill held by the Company’s minority shareholders for cash consideration of C$34.00 per share (the “Proposal”).
In response to the Proposal, Turquoise Hill’s board of directors formed a Special Committee of independent directors comprised of Maryse Saint-Laurent (Chair), George Burns, Peter Gillin and Russel Robertson (the “Special Committee”). The Special Committee has retained BMO Capital Markets as its financial advisor and Blake, Cassels & Graydon LLP as its legal counsel. In addition, the Special Committee has retained TD Securities as an independent valuator to prepare a formal valuation of the common shares of the Company in accordance with Multilateral Instrument 61-101
– Protection of Minority Shareholders in Special Transactions.
In addition to its review and consideration of the Proposal, the Special Committee’s mandate includes responsibility for considering the Company’s liquidity needs and financing options pending the Company’s consideration of the Proposal. The Special Committee will consider whether the Company should proceed with an equity offering to meet its liquidity requirements or consider other financing options, including potential financing from Rio Tinto pending the Special Committee’s consideration of the Proposal.
Turquoise Hill does not intend to comment on or disclose further developments regarding the Special Committee’s evaluation of the Proposal unless and until it deems further disclosure is appropriate or required. Turquoise Hill shareholders do not need to take any action with respect to the Proposal at this time.
The Proposal is non-binding on Turquoise Hill. There can be no assurance that a transaction will be completed or on what terms.
About Turquoise Hill Resources
Turquoise Hill is an international mining company focused on the operation and continued development of the Oyu Tolgoi copper-gold mine in Mongolia, which is the Company’s principal and only material mineral resource property. Turquoise Hill’s ownership of the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi LLC); Erdenes Oyu Tolgoi LLC, a Mongolian state-owned entity, holds the remaining 34% interest.