Rio Tinto Reached Agreement to Acquire 100% Ownership of Turquoise Hill

SEATTLE (Scrap Monster): Rio Tinto and Turquoise Hill Resources Ltd. have reached an agreement for the former to acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto does not currently own. The acquisition price has been fixed at C$43 per share in cash.

The purchase price represents a premium of 67% to Turquoise Hill’s closing price of C$25.68 per share on 11 March 2022 and 125% to Turquoise Hill’s closing price of C$19.12 per share on 24 January 2022.

 Both the parties have agreed to expeditiously finalise an arrangement agreement, the details of which will be made public once executed.

The transaction will require the approval of 66.67% of votes cast by shareholders of Turquoise Hill, including Rio Tinto, and the approval of a simple majority of the votes cast by minority shareholders of Turquoise Hill. A special meeting of Turquoise Hill is expected to be held in Q4 this year. Upon approval, the transaction is expected to close shortly thereafter.

The two parties have also agreed in principle to certain amendments to the financing Heads of Agreement. These are intended to help Turquoise Hill in effectively addressing near term liquidity.