NYSE:TRQ

Turquoise Hill Announces Completion of the Arrangement with Rio Tinto

Retrieved on: 
Friday, December 16, 2022
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Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) today announced the completion of the transactions contemplated by the previously announced statutory plan of arrangement under section 195 of the Business Corporations Act (Yukon) (the Arrangement) involving the Company and Rio Tinto International Holdings Limited (Rio Tinto).

Key Points: 
  • Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) today announced the completion of the transactions contemplated by the previously announced statutory plan of arrangement under section 195 of the Business Corporations Act (Yukon) (the Arrangement) involving the Company and Rio Tinto International Holdings Limited (Rio Tinto).
  • Pursuant to the Arrangement, Rio Tinto acquired the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates did not already own (the Minority Shares) for C$43.00 per share in cash.
  • 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 Companys principal and only material mineral resource property.
  • The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.

Turquoise Hill Announces Receipt of Final Order for Arrangement with Rio Tinto

Retrieved on: 
Wednesday, December 14, 2022
Mining, Minerals, Natural Resources, Toronto Stock Exchange, TRQ, Supreme Court of Yukon, EDGAR, Environment, Analysis, Supreme court, Arrangement, Canada Business Corporations Act, Schedule, Circular, Shareholder, NYSE, Rio Tinto, Oyu Tolgoi mine, News, Nature, TSX, SEDAR, Legislation, Audit, Risk management, Corporation, Turquoise Hill Resources

Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) today announced that the Supreme Court of Yukon (the Court) has granted the final order (the Final Order) in connection with the previously announced statutory plan of arrangement under section 195 of the Business Corporations Act (Yukon), pursuant to which Rio Tinto International Holdings Limited (Rio Tinto) will acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own (the Minority Shares) for C$43.00 per share in cash (the Arrangement).

Key Points: 
  • Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) today announced that the Supreme Court of Yukon (the Court) has granted the final order (the Final Order) in connection with the previously announced statutory plan of arrangement under section 195 of the Business Corporations Act (Yukon), pursuant to which Rio Tinto International Holdings Limited (Rio Tinto) will acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own (the Minority Shares) for C$43.00 per share in cash (the Arrangement).
  • The Arrangement is expected to be completed on or about December 16, 2022, subject to the delivery by the parties of customary closing deliverables.
  • Following completion of the Arrangement, Turquoise Hill intends to apply to have its common shares delisted from the Toronto Stock Exchange and the New York Stock Exchange and to cease to be a reporting issuer under Canadian securities laws.
  • These include, but are not limited to, statements regarding the Arrangement, including the anticipated date of closing of the Arrangement.

Turquoise Hill’s Shareholders Approve Arrangement with Rio Tinto

Retrieved on: 
Friday, December 9, 2022
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Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) today announced that at its special meeting of shareholders held earlier today on December 9, 2022, its shareholders approved the previously announced proposed plan of arrangement pursuant to which, among other things and subject to the satisfaction or waiver of all applicable conditions precedent, Rio Tinto International Holdings Limited (Rio Tinto) would acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own for C$43.00 per share in cash (the Arrangement).

Key Points: 
  • Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) today announced that at its special meeting of shareholders held earlier today on December 9, 2022, its shareholders approved the previously announced proposed plan of arrangement pursuant to which, among other things and subject to the satisfaction or waiver of all applicable conditions precedent, Rio Tinto International Holdings Limited (Rio Tinto) would acquire the approximately 49% of the issued and outstanding common shares of Turquoise Hill that Rio Tinto and its affiliates do not currently own for C$43.00 per share in cash (the Arrangement).
  • The Arrangement requires the approval of 66% of votes cast by the Companys shareholders (including Rio Tinto) and the approval of a simple majority of the votes cast by minority shareholders of the Company (excluding Rio Tinto and its affiliates).
  • Turquoise Hill also reports that valid dissent notices were filed representing less than 17.5% of all outstanding shares.
  • The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

TURQUOISE HILL INVESTOR ALERT BY THE FORMER ATTORNEY GENERAL OF LOUISIANA: Kahn Swick & Foti, LLC Investigates Adequacy of Price and Process in Proposed Sale of Turquoise Hill Resources Ltd. - TRQ

Retrieved on: 
Wednesday, November 30, 2022
Legal, Professional Services, TRQ, RIO, KSF, NYSE, Sale, Rio Tinto (corporation), Turquoise Hill Resources

and the law firm of Kahn Swick & Foti, LLC (KSF) are investigating the proposed sale of Turquoise Hill Resources Ltd. (NYSE: TRQ) to Rio Tinto Group (NYSE: RIO).

Key Points: 
  • and the law firm of Kahn Swick & Foti, LLC (KSF) are investigating the proposed sale of Turquoise Hill Resources Ltd. (NYSE: TRQ) to Rio Tinto Group (NYSE: RIO).
  • Under the terms of the proposed transaction, shareholders of Turquoise Hill will receive C$43 in cash for each share of Turquoise Hill that they own.
  • KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.
  • To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com .

Turquoise Hill Announces New Meeting Date and Additional Information In Connection With Arrangement With Rio Tinto

Retrieved on: 
Thursday, November 24, 2022
Communications, Natural Resources, Other Communications, Mining, Minerals

Rio Tinto advised that it would not make the terms of the Named Shareholder Agreements available to all Minority Shareholders.

Key Points: 
  • Rio Tinto advised that it would not make the terms of the Named Shareholder Agreements available to all Minority Shareholders.
  • In response to the concern of the Special Committee, Rio Tinto requested that the Company postpone the Special Meeting then scheduled for November 1, 2022 to November 8, 2022.
  • On November 1, 2022, Rio Tinto and the Parent entered into the Named Shareholder Agreements with the Named Shareholders.
  • For additional information regarding the background to the Arrangement, please see Special Factors Background to the Arrangement in the Companys management proxy circular dated September 27, 2022 (the Circular).

Turquoise Hill Acknowledges Announcement by Rio Tinto of Termination of Agreements with Certain Minority Shareholders of Turquoise Hill and Irrevocable offer to Dissenting Shareholders

Retrieved on: 
Friday, November 18, 2022
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The Company will provide further disclosure to Turquoise Hill shareholders, including with respect to the date of the Special Meeting, following the receipt of the amended interim order.

Key Points: 
  • The Company will provide further disclosure to Turquoise Hill shareholders, including with respect to the date of the Special Meeting, following the receipt of the amended interim order.
  • Turquoise Hill shareholders are not required to take any action at this time.
  • In its announcement, Rio Tinto has made certain irrevocable commitments for the benefit of all Turquoise Hill minority shareholders.
  • It is recommended that minority shareholders seek independent legal advice if they wish to exercise their dissent rights.

Turquoise Hill Announces Postponement of Special Meeting

Retrieved on: 
Wednesday, November 9, 2022
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The Special Committee has been engaged with Rio Tinto in order to address the differential treatment of minority shareholders resulting from the Agreements.

Key Points: 
  • The Special Committee has been engaged with Rio Tinto in order to address the differential treatment of minority shareholders resulting from the Agreements.
  • In the event that terms are reached that satisfy the Special Committees concerns, the Company will provide shareholders with supplemental disclosure regarding such revised terms.
  • In order to provide shareholders with sufficient time to consider such supplemental disclosure, the Company has determined to adjourn the special meeting of Turquoise Hill shareholders (the Special Meeting), currently scheduled for November 15, 2022 at 10:30 a.m. (Eastern time), to a date to be determined.
  • These include, but are not limited to, statements regarding the Arrangement, including the provision of supplemental disclosure to shareholders and the adjournment of the Special Meeting.

Turquoise Hill Postpones Special Meeting of Shareholders to November 15, 2022

Retrieved on: 
Monday, November 7, 2022
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The Special Meeting was originally scheduled for November 1, 2022 and was subsequently postponed to November 8, 2022.

Key Points: 
  • The Special Meeting was originally scheduled for November 1, 2022 and was subsequently postponed to November 8, 2022.
  • The record date for determining the shareholders eligible to vote at the Special Meeting will remain the close of business on September 19, 2022 (the Record Date).
  • In addition, the deadline for registered shareholders to file notices of dissent has been extended to 4:00 p.m. (Eastern time) on November 11, 2022.
  • These include, but are not limited to, statements regarding the Arrangement, including the anticipated timing of the Special Meeting.

Turquoise Hill Acknowledges Announcement by Rio Tinto of Agreements with Certain Minority Shareholders of Turquoise Hill

Retrieved on: 
Wednesday, November 2, 2022
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Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) acknowledges the announcement today by Rio Tinto International Holdings Limited (Rio Tinto) of agreements (the Agreements) entered into between Rio Tinto, Rio Tinto plc and certain shareholders of the Company related to Pentwater Capital Management LP and SailingStone Capital Partners LLC (collectively, the Named Shareholders) holding in aggregate 32,617,578 common shares of the Company.

Key Points: 
  • Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (Turquoise Hill or the Company) acknowledges the announcement today by Rio Tinto International Holdings Limited (Rio Tinto) of agreements (the Agreements) entered into between Rio Tinto, Rio Tinto plc and certain shareholders of the Company related to Pentwater Capital Management LP and SailingStone Capital Partners LLC (collectively, the Named Shareholders) holding in aggregate 32,617,578 common shares of the Company.
  • The Special Committee suggested to Rio Tinto that it offer comparable dissent proceedings as those offered to the Named Shareholders in the Agreements to all holders of Minority Shares (the Minority Shareholders).
  • Rio Tinto advised that it was not making the terms of the Agreements available to all Minority Shareholders.
  • The Special Committee recognizes that as a result of Rio Tintos entry into the Agreements Minority Shareholders may require additional time to consider this new information.