Rio Tinto To Buy Remaining 49% Stake In Turquoise Hill For C$43/share In Cash - Quick Facts

Anglo-Australian mining giant Rio Tinto Plc (RTNTF,RIO,RIO.L, RTPPF) announced Thursday that it has reached an agreement to acquire the remaining around 49 percent stake in Turquoise Hill Resources Ltd. (TRQ,TRQ.TO) that it does not currently own for C$43 per share in cash.

The deal values the Turquoise Hill minority share capital at approximately $3.3 billion.

The agreement has the unanimous approval of the independent Special Committee of Turquoise Hill's Board of Directors.

Rio Tinto currently beneficially owns 102.20 million shares of Turquoise Hill, representing approximately 51 percent stake.

The purchase price of C$43 per share in cash represents Rio Tinto's best and final offer and a premium of 67 percent to Turquoise Hill's closing price of C$25.68 per share on March 11, being the day prior to Rio Tinto's initial public non-binding proposal to acquire Turquoise Hill.

It also represents a premium of 125 percent to Turquoise Hill's closing price of C$19.12 per share on January 24, 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.

If the transaction is successful Rio Tinto will hold a 66 percent interest in Oyu Tolgoi with the remaining 34 percent owned by the Government of Mongolia.

The transaction will require the approval of 66.67 percent of votes cast by shareholders of Turquoise Hill, including Rio Tinto, 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 deal is expected as early as possible in the fourth quarter of 2022 and, if approved, the transaction is expected to close shortly thereafter.

In the deal, Credit Suisse, RBC Capital Markets and Rothschild & Co are acting as financial advisors to Rio Tinto, and BMO Capital Markets is acting as the exclusive financial advisor to the Turquoise Hill Special Committee.

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