Rio Tinto announced it has engaged in Agreements with some funds and other organisations associated with Pentwater Capital Management LP and SailingStone Capital Partners LLC (the Securityholders).
In a statement, Rio Tinto said that the Agreements are related to a special meeting of Turquoise Hill Resources Ltd shareholders to vote on Rio Tinto’s acquisition by plan of arrangement (the Arrangement) of approximately 49 per cent of Turquoise Hill’s issued and outstanding shares that Rio Tinto does not own for C$43.00 per share in cash (the Consideration). The Special Meeting has been rescheduled for Tuesday, 8th November, as announced by Turquoise Hill.
According to Rio Tinto, the Securityholders have decided to withhold their votes at the Special Meeting and exercise their dissent rights in relation to the Arrangement under the Agreements. Rio Tinto has agreed to raise the dissent condition under the Arrangement Agreement from 12.5 per cent to 17.5 per cent of the issued and outstanding Turquoise Hill shares.
Rio Tinto added that the parties have also come to an agreement that the dissent proceedings with the Securityholders and certain other claims will be handled through arbitration, and the Securityholders will be paid C$34.40 of the Consideration upon finalisation of the Arrangement, with the remaining Consideration payable following the final determination of the arbitration. The Agreements include the parties’ standard releases.
Rio Tinto affirms that the C$43.00 per Turquoise Hill share offer is the best and last offer.
Rio Tinto presently beneficially owns 102,196,643 Turquoise Hill common shares, representing about 51 per cent of Turquoise Hill’s issued and outstanding common shares. Rio Tinto also has anti-dilution rights, which allow it to acquire additional Turquoise Hill securities from time to time in order to retain its proportionate ownership holding in Turquoise Hill.
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