Rio Tinto to acquire full ownership of Turquoise Hill for C$43 per share in cash

Rio Tinto (RIO) and Turquoise Hill Resources (TRQ) 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 C$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 $3.3B. The purchase price of C$43 per share in cash represents Rio Tinto's best and final offer and a premium of: 67% to Turquoise Hill's closing price of C$25.68 per share on 11 March 2022, being the day prior to Rio Tinto's initial public non-binding proposal to acquire Turquoise Hill; and 125% to Turquoise Hill's closing price of C$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 Tolgoi. The Transaction is to be implemented by way of a plan of arrangement under the Business Corporations Act and both companies intend to expeditiously finalise an arrangement agreement. An announcement will be made with details of the Arrangement Agreement once executed. The Transaction will require the approval of 66.67% of votes cast by shareholders of Turquoise Hill and the approval of a simple majority of the votes cast by minority shareholders of Turquoise Hill. A special meeting of shareholders of Turquoise Hill to approve the Transaction is expected as early as possible in the fourth quarter of 2022 and, if approved, the Transaction is expected to close shortly thereafter.