Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) is pleased to announce that the Supreme
Court of Yukon (the “Court”) has granted an interim order (the
“Interim Order”) in connection with the previously announced
statutory plan of arrangement under section 195 of the Business
Corporations Act (Yukon), pursuant to which, among other things and
subject to the satisfaction or waiver of all applicable conditions
precedent, Rio Tinto International Holdings Limited (“Rio Tinto”)
will acquire the approximately 49% of the issued and outstanding
common shares of Turquoise Hill that Rio Tinto and its affiliates
do not currently own (the “Minority Shares”) for C$43.00 per share
in cash (the “Arrangement”). The Interim Order authorizes the
calling and holding of a special meeting (the “Special Meeting”) of
the Company’s shareholders, the granting of dissent rights to
registered shareholders and other matters relating to the conduct
of the Special Meeting.
The purchase price of C$43.00 per share reflects a 67% premium
to Turquoise Hill’s closing price of C$25.68 per share on the
Toronto Stock Exchange on March 11, 2022, being the last trading
day prior to Rio Tinto’s initial public proposal to acquire the
Minority Shares, and a 19% premium to Turquoise Hill’s closing
price of C$36.12 on August 31, 2022, being the last trading day
prior to the September 1, 2022 announcement of the term sheet in
respect of the Arrangement.
On the unanimous recommendation of a special committee of the
Board of Directors of the Company (the “Board”) consisting entirely
of independent directors, the Board (excluding conflicted
directors), unanimously determined that the Arrangement is in the
best interests of the Company and fair to the holders of Minority
Shares and recommends that the holders of Minority Shares vote in
favour of the resolution relating to the Arrangement at the Special
Meeting.
Details of Special Meeting of Shareholders and Implementation
of Arrangement
The Interim Order authorizes and orders that the Special Meeting
be held on Tuesday, November 1, 2022 at 10:30 a.m. (Montreal time)
in person and in virtual format. Shareholders of record as of the
close of business on September 19, 2022 are entitled to receive
notice of, to participate in, and to vote their shares of the
Company at the Special Meeting. The management proxy circular (the
“Circular”) and related proxy materials in respect of the Special
Meeting have been filed and are available under Turquoise Hill’s
profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and
are in the process of being mailed to shareholders. A Schedule
13E-3 Transaction Statement (the “Schedule 13E-3”), which includes
the Circular and related proxy materials, has been filed with the
U.S. Securities and Exchange Commission (“SEC”) and is available
under Turquoise Hill’s profile on EDGAR at www.sec.gov. Details of
the Special Meeting and how shareholders or their duly appointed
proxyholders can attend, access and participate in the Special
Meeting are set out in the Circular.
Implementation of the Arrangement is subject to the approval of:
(i) at least two-thirds (66⅔%) of the votes cast by shareholders
present in person, virtually present or represented by proxy at the
Special Meeting, voting as a single class; and (ii) because the
proposed Arrangement is subject to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), a simple majority (more than 50%) of the votes cast
by shareholders present in person, virtually present or represented
by proxy at the Special Meeting, excluding the votes of
shareholders whose votes are required to be excluded pursuant to MI
61-101, namely the 102,196,643 common shares beneficially owned by
Rio Tinto and its affiliates.
In addition to the receipt of the requisite approval of the
shareholders of the Company, the completion of the Arrangement is
subject to the final approval of the Arrangement by the Court and
the satisfaction or waiver of the other customary conditions to
completion of the Arrangement.
About Turquoise Hill
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.
Questions
If you have any questions about the information contained in
this press release in connection with the Special Meeting please
contact our proxy solicitation agent and strategic shareholder
advisor, Kingsdale Advisors, at 1-888-370-3955 (toll-free in North
America), or by calling collect at 416-867-2272 (outside of North
America) or by email at contactus@kingsdaleadvisors.com.
Forward-looking statements and forward-looking
information
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company’s beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute “forward-looking information” within the meaning of
applicable Canadian securities legislation and “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements and information relate to future events
or future performance, reflect current expectations or beliefs
regarding future events and are typically identified by words such
as “anticipate”, “believe”, “could”, “estimate”, “expect”,
“intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and
similar expressions suggesting future outcomes or statements
regarding an outlook. These include, but are not limited to,
statements regarding the Arrangement, including the anticipated
timing of the Special Meeting.
Forward-looking statements and information are made based upon
certain assumptions and other important factors that, if untrue,
could cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements 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 the ability
of the parties to receive in a timely manner and on satisfactory
terms, the necessary shareholder approval (including the minority
approval), and court approvals; the ability of the parties to
satisfy, in a timely manner, the other conditions to the completion
of the Arrangement, and other expectations and assumptions
concerning the Arrangement, present and future business strategies,
local and global economic conditions, and the environment in which
the Company will operate. The anticipated dates indicated may
change for a number of reasons, including the inability to receive,
in a timely manner, the necessary shareholder (including the
minority approval) and court approvals, the necessity to extend the
time limits for satisfying the other conditions to the completion
of the Arrangement or the ability of the Board of Directors to
consider and approve, subject to compliance by the Company of its
obligations in this respect under the agreement providing for the
Arrangement, a superior proposal for the Company.
Readers are cautioned not to place undue reliance on
forward-looking information or statements. By their nature,
forward-looking statements involve numerous assumptions, inherent
risks and uncertainties, both general and specific, which
contribute to the possibility that the predicted outcomes will not
occur. Events or circumstances could cause the Company’s actual
results to differ materially from those estimated or projected and
expressed in, or implied by, these forward-looking statements.
Important factors that could cause actual results to differ from
these forward-looking statements are included the “Risk Factors”
section of the Circular and in the “Risk Factors” section of the
Company’s Annual Information Form, as supplemented by the “Risks
and Uncertainties” section of the Company’s Management Discussion
and Analysis for the three and six months ended June 30, 2022 (“Q2
2022 MD&A”). Further information regarding these and other
risks, uncertainties or factors included in Turquoise Hill’s
filings with the SEC as well as the Schedule 13E-3 and the
Circular.
Readers are further cautioned that the lists of factors
enumerated in the “Risk Factors” section of the Circular, the “Risk
Factors” section of the Company’s Annual Information Form, the
“Risks and Uncertainties” section of the Q2 2022 MD&A and the
Schedule 13E-3 that may affect future results are not exhaustive.
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company’s forward-looking statements and information to
make decisions with respect to the Company. Furthermore, the
forward-looking statements and information contained herein are
made as of the date of this document and the Company does not
undertake any obligation to update or to revise any of the included
forward-looking statements or information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. The forward-looking statements and information
contained herein are expressly qualified by this cautionary
statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20220929005271/en/
Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com
Follow us on Twitter@TurquoiseHillRe
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