MONTREAL, April 7,
2022 /CNW/ - Turquoise Hill Resources Ltd.
("Turquoise Hill" or the "Company") today provided an update on its
review of the unsolicited non-binding proposal from Rio Tinto
International Holdings Ltd. ("Rio Tinto"), the Company's majority
shareholder, to acquire through a plan of arrangement the
approximately 49% of the outstanding shares of Turquoise Hill held
by the Company's minority shareholders for cash consideration of
C$34.00 per share (the
"Proposal").
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 "Special Committee"). The Special Committee
has retained BMO Capital Markets as its financial advisor and
Blake, Cassels & Graydon LLP 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
Company in accordance with Multilateral Instrument 61-101
– Protection of Minority Shareholders in Special
Transactions.
In addition to its review and consideration of the Proposal, the
Special Committee's mandate includes responsibility for considering
the Company's liquidity needs and financing options pending the
Company's consideration of the Proposal. The Special Committee will
consider whether the Company should proceed with an equity offering
to meet its liquidity requirements or consider other financing
options, including potential financing from Rio Tinto pending the
Special Committee's consideration of the Proposal.
Turquoise Hill does not intend to comment on or disclose further
developments regarding the Special Committee's evaluation of the
Proposal unless and until it deems further disclosure is
appropriate or required. Turquoise Hill shareholders do not need to
take any action with respect to the Proposal at this time.
The Proposal is non-binding on Turquoise Hill. There can be no
assurance that a transaction will be completed or on what
terms.
About Turquoise Hill Resources
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 harbour" 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 and information regarding: the Proposal received by the
Company from Rio Tinto, including the terms and conditions of the
proposal; the Company's review and evaluation of the Proposal by
the Special Committee; and other statements that are not historical
facts.
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 present and
future business strategies, local and global economic conditions,
and the environment in which the Company will operate in the
future, including: (a) the possibility that the Company, its board
of directors, the Special Committee and Rio Tinto cannot come to an
agreement on the terms and conditions of a take-private transaction
or will not proceed with giving shareholders an opportunity to
accept or vote in favour of any take-private transaction; (b) the
possibility that the terms and conditions of any definitive
agreement in respect of a take-private transaction will differ from
those that are currently contemplated by the Proposal; (c) if a
definitive agreement is reached, the failure to obtain or satisfy,
in a timely manner or otherwise, required shareholder, court and
regulatory approvals and other conditions of closing necessary to
complete any take-private transaction; (d) credit, market,
currency, operational, commodity, geopolitical, liquidity and
funding risks generally, including changes in economic conditions,
interest rates or tax rates; (e) risks and uncertainties relating
to information management, technology, supply chain, product
safety, changes in law, competition, seasonality, commodity price
and business, (f) the implementation and successful execution by
the Company of the updated funding plan for the completion of the
Oyu Tolgoi underground mine; and (g) other risks inherent to the
Company's business and/or factors beyond its control which could
have a material adverse effect on the Company or the ability to
consummate any take-private transaction.
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 in the "Risks and
Uncertainties" section in the 2021 Management Discussion and
Analysis ("2021 MD&A").
Readers are further cautioned that the list of factors
enumerated in the "Risks and Uncertainties" section of the 2021
MD&A that may affect future results is not exhaustive. When
relying on the Company's forward-looking statements and information
to make decisions with respect to the Company, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. 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.
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SOURCE Turquoise Hill Resources Ltd.
