MONTREAL–(BUSINESS WIRE)–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 issued an interim order (the “Interim Order “) pursuant to 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 Conditions Precedent Applicable, Rio Tinto International Holdings Limited (“Rio Tinto”) will acquire approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently hold (the “Minority Shares”) for 43 C$.00 per share in cash (the “Arrangement”). The Interim Order authorizes the calling and holding of a special meeting (the “Special Meeting”) of shareholders of the Company, the grant of rights to dissent to registered shareholders and others res questions relating to the conduct of the extraordinary 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, the last 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, the last trading day before the September 1, 2022 announcement of the term sheet for the Arrangement.
Upon the unanimous recommendation of a special committee of the Company’s board of directors (the “Board”) composed entirely of independent directors, the Board (excluding the conflicting directors) unanimously determined that the he Arrangement is in the best interests of the Company and fair to Minority Shareholders and recommends that Minority Shareholders vote in favor of the Arrangement Resolution at the Special Meeting.
Details of the special meeting of shareholders and the implementation of the arrangement
The Interim Order authorizes and directs 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 at the close of business on September 19, 2022 are entitled to receive notice of, attend and exercise the voting rights attached to their shares of the Company at the special meeting. The management proxy circular (the “Circular”) and related proxy materials relating to the Special Meeting have been filed and are available under Turquoise Hill’s profiles on SEDAR at www.sedar.com and at EDGAR at www.sec.gov, and are being sent to shareholders. A Schedule 13E-3 transaction report (the “Schedule 13E-3”), which includes the Circular and related proxy materials, has been filed with the United States Securities and Exchange Commission (“SEC”). United States 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 may attend, access and participate in the Special Meeting are set out in the Circular.
The implementation of the Arrangement is subject to the approval of: (i) at least two-thirds (66⅔%) of the votes cast by the shareholders present in person, virtually present or represented by proxy at the Special Meeting, voting as one class; and (ii) because the proposed arrangement is subject to Multilateral Instrument 61-101 – Protection of holders of minority securities 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 to be excluded under NI 61-101, namely the 102,196,643 common shares beneficially owned by Rio Tinto and its affiliates.
In addition to receipt of the required Company Shareholder approval, completion of the Arrangement is subject to final Court approval of the Arrangement and the satisfaction or waiver of other customary conditions to the 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 property in the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi LLC; Erdenes Oyu Tolgoi LLC, a Mongolian public entity, holds the remaining 34% stake.
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 North America) or emailing [email protected]
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 regarding developments, results and events that will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities laws 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 expectations or beliefs about future events, and are generally identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect “, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and similar expressions sug managing future results or statements regarding a prospect. These include, but are not limited to, statements regarding the Arrangement, including the expected timing of the Special Meeting.
Forward-looking statements and information are made on the basis of certain assumptions and other important factors which, if incorrect, could cause the actual results, performance or achievements of the Company to be materially different from the results, performance or future achievements expressed or implied by these statements. or information. There can be no assurance that such statements or information will prove to be accurate. These 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 approvals (including minority approvals) and court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement, as well as other expectations and assumptions regarding the Arrangement, present and future business strategies, local and global economic conditions and the environment in which the company will operate. The expected dates shown may change for a number of reasons, including failure to timely receive necessary shareholder (including minority approval) and court approvals, the need to extend satisfaction of other conditions to the completion of the arrangement or the ability of the board of directors to review and approve, subject to the fulfillment by the Company of its obligations in this regard under the agreement providing for the arrangement , a superior proposition for the Company.
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, which contribute to the possibility that the anticipated results will not occur. Events or circumstances could cause the actual results of the Company to differ materially from those estimated or projected and expressed or implied by these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the “Risk Factors” section of the Circular and in the “Risk Factors” section of the Company’s Annual Information Form, supplemented by the “Risks and Uncertainties” section of the Company’s MD&A for the three and six months ended June 30, 2022 (“Q2 2022 MD&A”). Further information regarding these and other risks, uncertainties or factors is included in Turquoise Hill’s filings with the SEC as well as Schedule 13E-3 and the Circular.
Readers are further advised that the lists of factors listed 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 Management’s of Q2 2022 and Appendix 13E -3 likely to 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 in making decisions about the Company. Further, the forward-looking statements and information contained herein are made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements or information included herein, 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.