Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) is pleased to announce the mailing today to
shareholders of Turquoise Hill of the Management Proxy Circular
(the “Circular”) and associated Form of Proxy and Letter of
Transmittal (collectively, the “Meeting Materials”) in connection
with the arrangement 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 does not currently
own (the “Minority Shares”) for C$43.00 per share in cash (the
“Consideration”) pursuant to a statutory plan of arrangement (the
“Arrangement”), following the public filing thereof on September
29, 2022.
On the unanimous recommendation of a special committee of the
Board of Directors of the Company (the “Board”) consisting entirely
of independent directors (the “Special Committee”), 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 of shareholders.
In reaching its conclusion, the Special Committee and Board took
into consideration, among other things, the following:
- the Consideration represents:
- a 67% premium to the closing price of C$25.68 of the Company’s
common shares on the Toronto Stock Exchange (“TSX”) on March 11,
2022, being the last trading date prior to Rio Tinto’s initial
public proposal to acquire the Minority Shares;
- a 26% increase in the consideration as compared to Rio Tinto’s
initial proposal made on March 13, 2022 of C$34.00 per share;
- an 8% increase in the consideration as compared to Rio Tinto’s
revised proposal made on August 24, 2022 of C$40.00 per share;
and
- a 19% premium to the closing price of C$36.12 of the Company’s
common shares on the TSX on August 31, 2022, being the last trading
day prior to the September 1, 2022 announcement of the agreement in
principle and term sheet entered into by the parties with respect
to the Arrangement.
- the valuation carried out by TD Securities Inc., the
independent valuator retained by the Special Committee, which
determined that as of August 31, 2022 and based upon and subject to
the assumptions, limitations and qualifications set out therein,
the fair market value of the Company’s common shares is in the
range of C$42.00 to C$58.00 per share;
- fairness opinions received from BMO Capital Markets to the
effect that, as of August 31, 2022 and September 5, 2022,
respectively, and based upon and subject to the assumptions,
limitations and qualifications set out therein, the Consideration
to be received by the Company’s shareholders (other than Rio Tinto
and its affiliates) pursuant to the Arrangement is fair from a
financial point of view to the Company’s shareholders (other than
Rio Tinto and its affiliates);
- a fairness opinion received from TD Securities Inc. to the
effect that, as of August 31, 2022, and based upon and subject to
the assumptions, limitations and qualifications set out therein and
such other matters that TD Securities Inc. considered relevant, the
Consideration to be received by the Company’s shareholders, other
than Rio Tinto plc and its affiliates, pursuant to the Arrangement
is fair, from a financial point of view, to such shareholders;
- the Consideration is all cash, which provides holders of
Minority Shares with certainty of value and immediate
liquidity;
- the Arrangement is the result of a process that included robust
negotiations and procedural safeguards;
- there are limited alternatives for a sale to third parties,
including due to the fact that Rio Tinto plc has publicly announced
that it is not interested in pursuing any alternative transaction
and Rio Tinto plc’s controlling interest in the Company; and
- there are a limited number of closing conditions to the
completion of the Arrangement, including the lack of a financing
condition.
Pursuant to an interim order by the Supreme Court of Yukon on
September 27, 2022, a special meeting of the Company’s shareholders
will be held on Tuesday, November 1, 2022 at 10:30 a.m. (Montréal
time) in person and in virtual format (the “Special Meeting”) in
order to consider and, if thought advisable, pass a resolution to
approve the Arrangement (the “Arrangement Resolution”).
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
Meeting Materials are filed and available under Turquoise Hill’s
profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Details of the Special Meeting and how registered shareholders or
their duly appointed proxyholders can attend, access and
participate in the Special Meeting are set out in the Circular.
In order to become effective, the Arrangement Resolution must be
approved by: (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 Arrangement is subject to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”), the approval of a simple majority (more
than 50%) of the votes cast by the shareholders present in person,
virtually present or represented by proxy at the Special Meeting,
excluding the votes attached to shares held by Rio Tinto and its
affiliates and any other shareholders whose votes are required to
be excluded under MI 61-101.
How To Vote
Shareholders must vote their proxy before 10:30 a.m. (Montréal
time) on October 28, 2022 (or, if the Special Meeting is adjourned
or postponed, 48 hours, excluding Saturdays, Sundays and statutory
holidays, prior to the commencement of the reconvened Special
Meeting).
If you are a registered shareholder, we are asking you to
take two actions.
First, your vote is important regardless of how many common
shares you own. Shareholders are encouraged to vote in advance of
the Special Meeting. If you are a registered shareholder,
whether or not you plan to attend the Special Meeting, to vote your
shares at the Special Meeting, you can either return a duly
completed and executed form of proxy to the Company’s transfer
agent, TSX Trust Company (the “Transfer Agent”), Proxy Department,
by mail at: TSX Trust, 1200-1 Toronto Street, Toronto, Ontario M5C
2V6, or TST Trust Company, 1600-2001 Robert-Bourassa Blvd.,
Montréal, Québec H3A 2A6, or via the internet at
www.tsxtrust.com/vote-proxy not later than 10:30 a.m. (Montréal
time) on October 28, 2022 or, if the Special Meeting is adjourned
or postponed, 48 hours, excluding Saturdays, Sundays and statutory
holidays, prior to the commencement of the reconvened Special
Meeting. If you hold Shares through a broker, investment dealer,
bank, trust company or other intermediary (a “Beneficial
Shareholder”), you should follow the instructions provided by your
intermediary to ensure your vote is counted at the Special
Meeting.
Second, if the Arrangement is approved and completed, before you
can receive the Consideration for your common shares of the Company
the depositary will need to receive the applicable letter of
transmittal completed by you, together with the certificates
representing the shares and any additional documents that may be
required. Registered shareholders must complete, sign, date and
return the letter of transmittal enclosed with the Circular. If you
are a Beneficial Shareholder, you will receive payment for your
common shares through your financial intermediary if the
Arrangement is completed.
Questions
If you have any questions about voting your proxy and the
information contained in this press release in connection with the
Special Meeting of shareholders 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.
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.
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 and of the completion of the
Arrangement.
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 approvals and court approval; 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 approvals and court approval or the necessity
to extend the time limits for satisfying the other conditions to
the completion of the Arrangement.
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 U.S. Securities and Exchange Commission as well as
the Schedule 13E-3 transaction statement 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 transaction statement 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221004006087/en/
Vice President Investors Relations and Communications Roy
McDowall roy.mcdowall@turquoisehill.com Follow us on
Twitter@TurquoiseHillRe
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