Rio Tinto & Turquoise Hill Resources have reached an agreement in principle for Rio Tinto to acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto does not currently own for CAD 43 per share in cash. The agreement has the unanimous approval of the independent Special Committee of Turquoise Hill’s Board of Directors and values the Turquoise Hill minority share capital at approximately USD 3.3 billion.The purchase price of CAD 43 per share in cash represents Rio Tinto’s best and final offer and a premium of67% to Turquoise Hill’s closing price of CAD 25.68 per share on 11 March 2022, being the day prior to Rio Tinto’s initial public non-binding proposal to acquire Turquoise Hill125% to Turquoise Hill’s closing price of CAD 19.12 per share on 24 January 2022, being the day before agreeing on a path forward between the Government of Mongolia, Turquoise Hill and Rio Tinto that enabled commencement of the underground mine at Oyu TolgoiThe Transaction is to be implemented by way of a plan of arrangement under the Business Corporations Act (Yukon) and both companies intend to expeditiously finalise an arrangement agreementCredit 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.BMO Capital Markets is acting as the exclusive financial advisor to the Turquoise Hill Special Committee and Blake, Cassels & Graydon LLP is acting as its legal advisor. TD Securities has been retained by the Special Committee as an independent valuator in accordance with applicable securities laws.Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Canadian and U.S. legal counsel, respectively, to Turquoise Hill.
Rio Tinto & Turquoise Hill Resources have reached an agreement in principle for Rio Tinto to acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto does not currently own for CAD 43 per share in cash. The agreement has the unanimous approval of the independent Special Committee of Turquoise Hill’s Board of Directors and values the Turquoise Hill minority share capital at approximately USD 3.3 billion.The purchase price of CAD 43 per share in cash represents Rio Tinto’s best and final offer and a premium of67% to Turquoise Hill’s closing price of CAD 25.68 per share on 11 March 2022, being the day prior to Rio Tinto’s initial public non-binding proposal to acquire Turquoise Hill125% to Turquoise Hill’s closing price of CAD 19.12 per share on 24 January 2022, being the day before agreeing on a path forward between the Government of Mongolia, Turquoise Hill and Rio Tinto that enabled commencement of the underground mine at Oyu TolgoiThe Transaction is to be implemented by way of a plan of arrangement under the Business Corporations Act (Yukon) and both companies intend to expeditiously finalise an arrangement agreementCredit 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.BMO Capital Markets is acting as the exclusive financial advisor to the Turquoise Hill Special Committee and Blake, Cassels & Graydon LLP is acting as its legal advisor. TD Securities has been retained by the Special Committee as an independent valuator in accordance with applicable securities laws.Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Canadian and U.S. legal counsel, respectively, to Turquoise Hill.
