Turquoise Hill Resources Ltd. (“Turquoise Hill” or the “Company”) today provided an update on its review of Rio Tinto International Holdings Ltd.’s unsolicited non-binding offer. (“Rio Tinto”), the Company’s majority shareholder, submitted through a Scheme of Agreement to acquire approximately 49% of the outstanding shares of Turquoise Hill held by the Company’s minority shareholders for a cash consideration of C$34.00 per share (the “Offer”).
In response to the proposal, Turquoise Hill’s board formed a special committee of independent board members Maryse Saint Laurent (Chair), George Burns , Peter Gillin and Russell Robertson (the “Select Committee”). The Special Committee has retained BMO Capital Markets as financial advisor and Blake, Cassels & Graydon LLP as legal advisor. In addition, the Special Committee has retained TD Securities as the independent assessor to prepare a formal valuation of the Company’s common stock 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 mandate of the Special Committee includes responsibility for reviewing the Company’s liquidity needs and financing options pending the Company’s consideration of the proposal. The select committee will consider whether the company should proceed with an equity offering to meet its liquidity needs or consider other financing options, including potential funding from Rio Tinto, pending the select committee’s review of the proposal.
Turquoise Hill does not intend to comment on or disclose further developments relating to the Special Committee’s assessment of the Proposal, except as it deems further disclosure appropriate or necessary. Turquoise Hill shareholders are not required to take any action at this time in relation to the Offering.
The offer is non-binding for Turquoise Hill. There can be no guarantee that any transaction will be completed or on what terms.
About Turquoise Hill Resources
Turquoise Hill is an international mining company focused on the operation and advancement of the Oyu Tolgoi copper-gold mine in Mongolia , which is the Company’s principal and only significant mineral resource property. Turquoise Hill’s interest in the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi LLC); Erdenes Oyu Tolgoi LLC, a Mongolian state-owned company, holds the remaining 34% stake.
Forward-Looking Statements and Forward-Looking Information
Certain statements made herein, including statements regarding matters that are not historical facts and statements about the Company’s beliefs, intentions and expectations regarding developments, results and events that will or may occur in the future, constitute ” “forward-looking information” within the meaning of this statement under applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements and information address future events or future performance and reflect present expectations or beliefs regarding future events and are typically represented by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “likely”, “may” , “plan”, “aim”, “should”, “will” and the like Similar expressions that indicate future results or forward-looking statements. This includes, but is not limited to, statements and information regarding: the offer that Company received from Rio Tinto, including the terms of the offer; the Company’s consideration and evaluation of the proposal by the Special Committee; and other statements that are not historical facts.
Forward-looking statements and information are based on certain assumptions and other important factors which, if they are false, could cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements contained in such statements expressed or implied or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions regarding current and future business strategies, local and global economic conditions and the environment in which the Company will operate in the future, including: (a) the possibility that the Company, its directors, the Special Committee and Rio Tinto Unable to Agree on Terms of Take Private Transaction or Will Not Provide Shareholders an Opportunity to Accept or Vote for a Take Private Transaction; (b) the possibility that the terms of any definitive agreement relating to a take-private transaction may differ from those currently envisaged in the Proposal; (c) if a final agreement is reached, the failure to obtain or satisfy, in a timely manner or otherwise, requisite shareholder, court and regulatory approvals and other closing conditions required for the completion of a take private transaction; (d) credit, market, currency, operational, commodity, geopolitical, liquidity and financing risks generally, including changes in economic conditions, interest rates or tax rates; (e) risks and uncertainties related to information management, technology, supply chain, product safety, changes in legislation, competition, seasonality, commodity prices and business, (f) the Company’s implementation and successful execution of the updated financing plan for the completion of the Oyu Tolgoi underground mine; and (g) other risks inherent in the Company’s business and/or factors beyond its control that could have a material adverse effect on the Company or its ability to conduct take private transactions.
Readers are cautioned not to place undue reliance on any forward-looking information or statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that may cause the predicted results not to occur. Events or circumstances could cause the Company’s actual results to differ materially from the estimated or projected results expressed or implied in these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the “Risks and Uncertainties” section of Management’s Discussion and Analysis 2021 (“MD&A 2021”).
Readers are also cautioned that the list of factors listed in the Risks and Uncertainties section of the MD&A 2021 that could affect future results is not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and potential events when relying on the Company’s forward-looking statements and information to make decisions related to the Company. In addition, the forward-looking statements and information contained herein speak as of the date of this document, and the Company undertakes no obligation to update or revise any forward-looking statements or information contained herein, whether as a result of new information, future events or otherwise, except as may be required by applicable law is required. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.
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SOURCE Turquoise Hill Resources Ltd.
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