Rio Tinto and Turquoise Hill Resources Ltd. have reached an agreement in principle for Rio Tinto to acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that it does not currently own for C$43 per share in cash, which values the transaction at approximately US$3.3 billion.
“Rio Tinto is committed to moving Oyu Tolgoi forward in direct partnership with the Government of Mongolia to realize its full potential for all stakeholders,” Rio Tinto CEO Jakob Stausholm said. “This agreement represents another significant step following the recent commencement of the underground operations, and will simplify governance, improve efficiency and create greater certainty of funding for the long-term success of the Oyu Tolgoi project.”
The transaction will require the approval of 66.67% 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 transaction is expected as early as possible in the fourth quarter of 2022 and, if approved, the transaction is expected to close shortly thereafter.
“The transaction simplifies the ownership structure of Oyu Tolgoi and enables Rio Tinto to focus on working in partnership directly with Erdenes Oyu Tolgoi and the Government of Mongolia to create long-term value for all stakeholders,” Rio Tinto Copper Chief Executive Bold Baatar said.
If the transaction is successful Rio Tinto will hold a 66% interest in Oyu Tolgoi with the remaining 34% owned by the Government of Mongolia.
