Shareholders will enjoy the certainty of C$43 per share all cash consideration and a 67% premium to Turquoise Hill’s unaffected share price.
To learn how to vote your shares, go to www.turquoisehilltransaction.com.
MONTREAL--(BUSINESS WIRE)-- Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise Hill” or the “Company”) today announced that proxy advisor Glass Lewis has recommended that the Company’s shareholders vote “FOR” 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 Glass Lewis report supports the unanimous recommendation of the special committee of independent members of Turquoise Hill’s Board of Directors (the “Special Committee”) that Turquoise Hill’s minority shareholder’s vote “FOR” the resolution approving the Arrangement .

In making its vote FOR recommendation Glass Lewis noted, among other things, that:

. . . that the Company and the board undertook a reasonably comprehensive review process in the months preceding the execution of the Arrangement Agreement.
. . . we recognize the Company’s standalone case could also be reasonably viewed as carrying a relatively elevated risk profile.
. . . shareholders should consider that the Company faces significant near-term financing risks.
. . . we are inclined to believe that Rio Tinto’s current offer represents a reasonable exit price and a compelling market premium for minority shareholders, on balance.
Turquoise Hill’s Board Chair Peter Gillin said, “The Glass Lewis’ recommendation validates the work of the five independent directors on the Special Committee who devoted six months to an extensive process of analysis and negotiation to secure a deal that is in the best interests of the Company and fair to the Company’s minority shareholders. The Arrangement provides Turquoise Hill’s minority shareholders the opportunity to crystallize the value of their investment through an all-cash C$43.00 per share consideration, securing a 67% premium to Turquoise Hill’s closing share price on March 11, 2022, the last trading day prior to Rio Tinto’s initial proposal to acquire the Company’s minority shares. Moreover, the transaction, if approved, will relieve minority shareholders from the financing, technical, market and geo-political risks and uncertainties facing the Company associated with developing and operating a massive, complex block-cave mine in a remote part of Mongolia. Both the Board of Directors and the Special Committee reiterate their unanimous recommendations that the Company’s minority shareholders vote FOR the resolution to approve the Arrangement.”

Vote FOR the Transaction Today

Your vote is important no matter how many shares you own. Shareholders must vote prior to 10:30 a.m. (Montreal Time) on October 28, 2022.

For more details on how to vote, shareholders are encouraged to visit www.turquoisehilltransaction.com.

How To Vote

If you are a registered shareholder, we are asking you to take two actions.

First, your vote is important regardless of how many shares you own. Shareholders are encouraged to vote in advance of the special meeting of Turquoise Hill shareholders to be held on November 1, 2022 in respect of the Arrangement (the “Meeting”). If you are a registered shareholder, whether or not you plan to attend the Meeting, to vote your shares at the Meeting, you can either return a duly completed and executed form of proxy to the Company’s transfer agent, TSX Trust Company (the “Transfer Agent”), Proxy Department, by mail at: TSX Trust, 1200-1 Toronto Street, Toronto, Ontario M5C 2V6, or TST Trust Company, 1600-2001 Robert-Bourassa Blvd., Montreal, Quebec H3A 2A6, or via the internet at www.tsxtrust.com/vote-proxy not later than 10:30 a.m. (Montreal time) on October 28, 2022 or, if the Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting. If you hold shares through a broker, investment dealer, bank, trust company or other intermediary (a “Beneficial Shareholder”), you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

Second, if the Arrangement is approved and completed, before Rio Tinto can issue the consideration for your shares, the depositary will need to receive the applicable letter of transmittal completed by you, together with the certificates representing the shares and any additional documents that may be required. Registered shareholders must complete, sign, date and return the enclosed letter of transmittal. If you are a Beneficial Shareholder, you will receive payment for your shares through your financial intermediary if the Arrangement is completed.

Questions

If you have any questions about voting your proxy and the information contained in this press release in connection with the Meeting please contact our proxy solicitation agent and strategic shareholder advisor, Kingsdale Advisors, at 1-888-370-3955 (toll-free in North America), or by calling collect at 416-867-2272 (outside of North America) or by email at contactus@kingsdaleadvisors.com.

About Turquoise Hill

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 Company’s principal and only material mineral resource property. Turquoise Hill’s ownership of the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi LLC; Erdenes Oyu Tolgoi LLC, a Mongolian state-owned entity, holds the remaining 34% interest.