Rio Tinto has entered into agreements (“Agreements”) with certain funds and other companies affiliated with Pentwater Capital Management LP and SailingStone Capital Partners LLC (the “Securityholders”) in relation to the special meeting (“Special Meeting”) of Turquoise Hill Resources Ltd (” Turquoise Hill”) to agree upon Rio Tinto’s acquisition of approximately 49% of the issued and outstanding shares of Turquoise Hill, which Rio Tinto does not own, for C$43.00 per share by way of a scheme of agreement (the “Agreement”) Share in cash (the “Consideration”). As announced by Turquoise Hill, the special meeting has been rescheduled for Tuesday, April 8thth November.
Pursuant to the Agreements, the security holders have agreed to withhold their votes at the special meeting and to exercise their rights of objection in relation to the Agreement. Rio Tinto has agreed to increase the deviating condition under the agreement from 12.5% to 17.5% of Turquoise Hill’s issued and outstanding shares. As part of the Agreements, the parties have also agreed that the Securityholders’ opposition process and certain other claims will be conducted through arbitration and that the Securityholders will be paid CAD$34.40 of consideration upon the closing of the Agreement, with the remaining consideration to be paid thereafter final decision of the arbitration. The agreements contain the usual approvals of the parties.
Rio Tinto reconfirms that Turquoise Hill’s $43.00 per share proposal…
