Rio Tinto International Holdings Limited along with Rio Tinto Group completed the acquisition of the remaining 49.2% stake of Turquoise Hill Resources Ltd. from SailingStone Capital Partners LLC, Pentwater Capital Management LP and others.
The proposed transaction, which is expected to be conducted by way of a Canadian plan of arrangement, will be subject to customary closing conditions, including approval by 66 2/3% or more of the votes cast by Turquoise Hill minority shareholders. The transaction is also subject to finalisation of an acceptable Arrangement Agreement by Rio Tinto and Turquoise Hill, receipt of executed acceptable voting support agreements from each of the directors and officers of Turquoise Hill, the approval of the Boards of Directors of each of Rio Tinto and Turquoise Hill to enter into the Arrangement Agreement and the supporting documents and other conditions. The proposed transaction is not subject to any financing condition or due diligence. In response to the proposal, Turquoise Hill's Board of Directors formed a Special Committee of independent directors comprised of Maryse Saint-Laurent (Chair), George Burns, Peter Gillin and Russel Robertson. The Improved Proposal has the same conditions as Rio Tinto's initial proposal, including, but not limited to, (i) the full support of and a positive recommendation by the Turquoise Hill Special Committee; (ii) no equity capital is issued by Turquoise Hill pending completion of the transaction. The Improved Proposal, which is expected to be conducted by way of a Canadian plan of arrangement, will be subject to customary closing conditions, including approval by a majority of the votes cast by Turquoise Hill minority shareholders. The Improved Proposal is not subject to any financing condition or due diligence. The agreement has the unanimous approval of the independent Special Committee of Turquoise Hill's Board of Directors. As a part of a binding agreement, the Independent Directors of Turquoise Hill have unanimously recommended that Turquoise Hill minority shareholders vote in favor of the Transaction and, together with senior officers of Turquoise Hill, have entered into voting support agreements with respect to all of the Turquoise Hill shares they own or control. Turquoise Hill expects to hold the special meeting of shareholders to consider and to vote on the Transaction as early as possible in the fourth quarter of 2022. As of September 29, 2022, the Supreme Court of Yukon has granted an interim order in connection with the transaction. If approved at the meeting, the Transaction is expected to close in the fourth quarter of 2022, subject to court approvals and other customary closing conditions. On September 9, 2022, Pentwater Capital Management LP said that it does not support Rio Tinto's acquisition and weighs legal action against Rio-Turquoise Hill deal. As of October 4, 2022, a special meeting of Turquoise shareholders will be held on November 1, 2022 to approve the transaction. As of November 1, 2022, Turquoise announced that the shareholders meeting would be delayed to November 8, 2022. SailingStone Capital Partners intends to vote against the proposed transaction during the special meeting of shareholders as SailingStone believes that the bid significantly undervalues Turquoise Hill Resources. As of October 19, 2022, Glass Lewis Recommends that Turquoise Hill Shareholders Vote FOR the Rio Tinto Go-Private Transaction and as of October 24, 2022, Institutional Shareholder Services (ISS) has recommended that shareholders of Turquoise Hill Resources Ltd (TSE:TRQ, NYSE:TRQ) vote against the Canada-based mineral exploration and development company's agreement to be acquired by Anglo-Australian mining giant Rio Tinto Plc. As of October 25, 2022, Turquoise Hill Board of Directors Continues to Unanimously Recommend that Minority Shareholders Vote FOR the Arrangement Resolution to Receive CAD 43 per share in Cash; a 67% Premium. Special meeting of Turquoise Hill shareholders will now held on December 9, 2022.
Credit Suisse, RBC Capital Markets and Rothschild & Co acted as financial advisors and McCarthy Tétrault LLP and Scott D. Miller of Sullivan & Cromwell LLP acted as legal advisor to Rio Tinto. The Special Committee of Turquoise Hill's Board of Directors has retained BMO Nesbitt Burns Inc. as its financial advisor while Blake, Cassels & Graydon LLP acted as its legal counsel. In addition, the special committee has retained TD Securities as an independent valuator to prepare a formal valuation of the common shares of the Turquoise Hill. Morgan Stanley (NYSE:MS) acted as financial advisor to Turquoise Hill Resources Ltd. Norton Rose Fulbright Canada LLP and Adam M. Givertz and Ian M. Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Canadian and U.S. legal counsel, respectively, to Turquoise Hill. TD Securities Inc. and BMO Capital Markets acted as fairness opinion providers to the Special Committee of Turquoise Hill. Kingsdale Advisors acted as proxy solicitor and TSX Trust Company acted as depository and transfer agent of Turquoise Hill. Turquoise Hill will pay BMO Capital Markets an aggregate fee of approximately CAD 14.4 million, of which approximately CAD 4 million was payable upon delivery fairness opinion, and remaining is payable contingent upon consummation of the arrangement. Turquoise Hill will pay CAD 85,000 to Kingsdale, and CAD 3.5 million for fairness opinion by TD Securities. Glass, Lewis & Co., LLC and Institutional Shareholder Services Inc. acted as information agent to Turquoise Hill. Computershare Investor Services PLC acted as information agent to RioTinto Group.
Rio Tinto International Holdings Limited along with Rio Tinto Group (LSE:RIO) completed the acquisition of the remaining 49.2% stake of Turquoise Hill Resources Ltd. (TSX:TRQ) from SailingStone Capital Partners LLC, Pentwater Capital Management LP and others on December 16, 2022