Turquoise Hill Assets Ltd. (“Turquoise Hill” or the “Firm”) right now offered an replace on its overview of the unsolicited non-binding proposal from Rio Tinto Worldwide Holdings Ltd. (“Rio Tinto”), the Firm’s majority shareholder, to accumulate by way of a plan of association the roughly 49% of the excellent shares of Turquoise Hill held by the Firm’s minority shareholders for money consideration of C$34.00 per share (the “Proposal”).
In response to the Proposal, Turquoise Hill’s board of administrators shaped a Particular Committee of unbiased administrators comprised of Maryse Saint-Laurent (Chair), George Burns , Peter Gillin and Russel Robertson (the “Particular Committee”). The Particular Committee has retained BMO Capital Markets as its monetary advisor and Blake, Cassels & Graydon LLP as its authorized counsel. As well as, the Particular Committee has retained TD Securities as an unbiased valuator to arrange a proper valuation of the widespread shares of the Firm in accordance with Multilateral Instrument 61-101
– Safety of Minority Shareholders in Particular Transactions .
Along with its overview and consideration of the Proposal, the Particular Committee’s mandate consists of accountability for contemplating the Firm’s liquidity wants and financing choices pending the Firm’s consideration of the Proposal. The Particular Committee will contemplate whether or not the Firm ought to proceed with an fairness providing to satisfy its liquidity necessities or contemplate different financing choices, together with potential financing from Rio Tinto pending the Particular Committee’s consideration of the Proposal.
Turquoise Hill doesn’t intend to touch upon or disclose additional developments relating to the Particular Committee’s analysis of the Proposal until and till it deems additional disclosure is acceptable or required. Turquoise Hill shareholders don’t must take any motion with respect to the Proposal at the moment.
The Proposal is non-binding on Turquoise Hill. There may be no assurance {that a} transaction shall be accomplished or on what phrases.
About Turquoise Hill Assets
Turquoise Hill is a world mining firm targeted on the operation and continued growth of the Oyu Tolgoi copper-gold mine in Mongolia , which is the Firm’s principal and solely materials mineral useful resource property. Turquoise Hill’s possession of the Oyu Tolgoi mine is held by way of a 66% curiosity in Oyu Tolgoi LLC); Erdenes Oyu Tolgoi LLC, a Mongolian state-owned entity, holds the remaining 34% curiosity.
Ahead-looking statements and forward-looking info
Sure statements made herein, together with statements regarding issues that aren’t historic info and statements of the Firm’s beliefs, intentions and expectations about developments, outcomes and occasions which is able to or could happen sooner or later, represent “forward-looking info” throughout the that means of relevant Canadian securities laws and “forward-looking statements” throughout the that means of the “protected harbour” provisions of america Non-public Securities Litigation Reform Act of 1995. Ahead-looking statements and knowledge relate to future occasions or future efficiency, mirror present expectations or beliefs relating to future occasions and are sometimes recognized by phrases comparable to “anticipate”, “consider”, “might”, “estimate”, “count on”, “intend”, “possible”, “could”, “plan”, “search”, “ought to”, “will” and comparable expressions suggesting future outcomes or statements relating to an outlook. These embrace, however usually are not restricted to, statements and knowledge relating to: the Proposal obtained by the Firm from Rio Tinto, together with the phrases and situations of the proposal; the Firm’s overview and analysis of the Proposal by the Particular Committee; and different statements that aren’t historic info.
Ahead-looking statements and knowledge are made primarily based upon sure assumptions and different necessary components that, if unfaithful, might trigger the precise outcomes, efficiency or achievements of the Firm to be materially totally different from future outcomes, efficiency or achievements expressed or implied by such statements or info. There may be no assurance that such statements or info will show to be correct. Such statements and knowledge are primarily based on quite a few assumptions relating to current and future enterprise methods, native and world financial situations, and the setting by which the Firm will function sooner or later, together with: (a) the likelihood that the Firm, its board of administrators, the Particular Committee and Rio Tinto can not come to an settlement on the phrases and situations of a take-private transaction or won’t proceed with giving shareholders a possibility to simply accept or vote in favour of any take-private transaction; (b) the likelihood that the phrases and situations of any definitive settlement in respect of a take-private transaction will differ from these which can be at present contemplated by the Proposal; (c) if a definitive settlement is reached, the failure to acquire or fulfill, in a well timed method or in any other case, required shareholder, courtroom and regulatory approvals and different situations of closing crucial to finish any take-private transaction; (d) credit score, market, foreign money, operational, commodity, geopolitical, liquidity and funding dangers typically, together with modifications in financial situations, rates of interest or tax charges; (e) dangers and uncertainties regarding info administration, expertise, provide chain, product security, modifications in regulation, competitors, seasonality, commodity value and enterprise, (f) the implementation and profitable execution by the Firm of the up to date funding plan for the completion of the Oyu Tolgoi underground mine; and (g) different dangers inherent to the Firm’s enterprise and/or components past its management which might have a fabric hostile impact on the Firm or the power to consummate any take-private transaction.
Readers are cautioned to not place undue reliance on forward-looking info or statements. By their nature, forward-looking statements contain quite a few assumptions, inherent dangers and uncertainties, each common and particular, which contribute to the likelihood that the anticipated outcomes won’t happen. Occasions or circumstances might trigger the Firm’s precise outcomes to vary materially from these estimated or projected and expressed in, or implied by, these forward-looking statements. Vital components that might trigger precise outcomes to vary from these forward-looking statements are included within the “Dangers and Uncertainties” part within the 2021 Administration Dialogue and Evaluation (“2021 MD&A”).
Readers are additional cautioned that the listing of things enumerated within the “Dangers and Uncertainties” part of the 2021 MD&A which will have an effect on future outcomes just isn’t exhaustive. When counting on the Firm’s forward-looking statements and knowledge to make choices with respect to the Firm, traders and others ought to fastidiously contemplate the foregoing components and different uncertainties and potential occasions. Moreover, the forward-looking statements and knowledge contained herein are made as of the date of this doc and the Firm doesn’t undertake any obligation to replace or to revise any of the included forward-looking statements or info, whether or not because of new info, future occasions or in any other case, besides as required by relevant regulation. The forward-looking statements and knowledge contained herein are expressly certified by this cautionary assertion.
View unique content material to obtain multimedia: https://www.prnewswire.com/news-releases/turquoise-hill-special-committee-provides-process-update-301520456.html
SOURCE Turquoise Hill Assets Ltd.
View unique content material to obtain multimedia: http://www.newswire.ca/en/releases/archive/April2022/07/c0456.html
