Ms. Maryse Saint-Laurent reports
TURQUOISE HILL SPECIAL COMMITTEE FINDS RIO TINTO'S PRIVATIZATION PROPOSAL DOES NOT REFLECT FULL & FAIR VALUE OF THE COMPANY
The special committee of independent directors of Turquoise Hill Resources Ltd. has advised Rio Tinto International Holdings Ltd. that the special committee is terminating its review and consideration of Rio Tinto's proposal to acquire all of the outstanding common shares of the company it does not own for cash consideration of $34 per share. The Special Committee concluded, in consultation with its financial advisor, BMO Capital Markets, that Rio Tinto's offer price of C$34 per share does not fully and fairly reflect the fundamental and long-term strategic value of the Company's majority ownership of the Oyu Tolgoi project. In addition, the Special Committee reported that:
- In reaching its conclusion, the Special Committee considered a preliminary indications of value analysis conducted by TD Securities ("TD"), the independent valuator retained by the Special Committee, and noted that Rio Tinto's offer price of C$34 per share was well below a range of values implied by TD's preliminary analysis.
- Engagement between the parties has not resulted in a consensus on value and price or in any improved proposal from Rio Tinto.
- In assessing the Rio Tinto Proposal, the Special Committee also considered the risks facing the Company's investment in the Oyu Tolgoi project, as well as the progress that the Company has achieved in recent months on the underground project, including the firing of the first three drawbells ahead of schedule and current expectations that sustainable production will be achieved earlier than previously forecast.
In consideration of the foregoing, the Special Committee determined that it is not in the best interests of the Company or the Company's minority shareholders for the Special Committee to support the Rio Tinto Proposal.
Ms. Maryse Saint-Laurent, Chair of the Special Committee, comments:
"Market conditions in the equity and copper markets have changed significantly since the receipt of Rio Tinto's privatization proposal in March. At the same time, the Company has continued to make positive progress on the underground project. The Special Committee has considered all relevant factors in reaching its decision, including TD's preliminary indications of value analysis. Ultimately, we concluded that a transaction at the price proposed by Rio Tinto would not fairly compensate minority shareholders for the fundamental, long-term value of the Company's interest in Oyu Tolgoi.
"The Special Committee will now concentrate on the other major elements of its mandate and support Company management in raising at least US$650 million in new equity by year-end as required under our funding agreement with Rio Tinto."
Mr. Peter Gillin, Chair of the Board, comments on behalf of the Board that:
"Rio Tinto is a valued and trusted shareholder and partner to Turquoise Hill. Although we are ceasing further engagement with respect to Rio Tinto's proposal, we look forward to continuing our relationship as we work together to realize the full potential of the Oyu Tolgoi project for the benefit of all shareholders, stakeholders and owners."
Mr. Steve Thibeault, Interim CEO, comments:
"While the Special Committee process was underway with Rio Tinto, Turquoise Hill management remained focused on the business and on supporting the advancement of the Oyu Tolgoi underground project. As a result, we are well positioned to sustain the positive momentum of the past year when we achieved a number of significant milestones including new understandings with the Government of Mongolia which reset our relationship, de-risked the project and enabled us to start the blasting of the undercut in January.
"The underground project is advancing better than originally anticipated. We were able to start blasting the drawbells ahead of schedule and caving operations are progressing to the point where we expect to achieve sustainable production earlier than forecast. The funding agreement with Rio Tinto remains in effect and the Company is executing on those commitments, which we expect will provide us with sufficient liquidity to meet our funding requirements.
"Oyu Tolgoi is an attractive tier one asset, and we remain highly focused on and optimistic about its transformation into one of the world's great copper mines, positioning Oyu Tolgoi to become a high-grade, low-cost, large-scale producer with a long mine life."
About Turquoise Hill Resources Ltd.
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.
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