Rio Tinto notes the Turquoise Hill announcement today indicating that the Turquoise Hill Special Committee has terminated its review of Rio Tinto’s non-binding proposal to acquire full ownership of Turquoise Hill for C$34 in cash per Turquoise Hill share (the “Proposed Transaction”).
Rio Tinto is disappointed by the decision of the Special Committee and continues to believe that the terms of the Proposed Transaction would deliver compelling value for Turquoise Hill minority shareholders and provide the certainty of an all-cash offer at an attractive premium of:
- 32% to Turquoise Hill’s closing price of C$25.68 per share on 11 March 2022; and
- 78% to Turquoise Hill’s closing price of C$19.12 per share on 24 January 2022, the day before agreeing a path forward between Government of Mongolia, Turquoise Hill and Rio Tinto that enabled commencement of the underground mine at Oyu Tolgoi.
Since Rio Tinto made its proposal on 14 March 2022, the average share price performance of Turquoise Hill’s peers1 has declined 35% in light of a deteriorating and more uncertain external environment. Furthermore, Turquoise Hill has disclosed in its latest earnings results that it needs to raise equity proceeds of more than US$1 billion to address its current estimate of funding requirements.
Rio Tinto will remain financially disciplined as it considers its options. Should a transaction not proceed, Rio Tinto welcomes the continued investment by Turquoise Hill minority shareholders and their pro rata sharing of future risks and funding obligations.
Rio Tinto Chief Executive Copper Bold Baatar said: “Rio Tinto remains as committed as ever to the long-term success of Oyu Tolgoi. While we are disappointed by this decision, we will continue to work constructively with the Board of Turquoise Hill to advance the Oyu Tolgoi project.”