News: RIO Rio Tinto To Acquire Full Ownership Of Turquoise Hill For C$43 Per Share In Cash

Sept 1 (Reuters) - Rio Tinto Ltd (RIO) :

• RIO TINTO AND TURQUOISE HILL REACH AGREEMENT IN PRINCIPLE-RIO.AX
• TO ACQUIRE FULL OWNERSHIP OF TURQUOISE HILL FOR C$43 PER SHARE IN CASH
• VALUES TURQUOISE HILL MINORITY SHARE CAPITAL AT APPROXIMATELY US$3.3 BILLION.
• PURCHASE PRICE OF C$43 PER SHARE IN CASH REPRESENTS RIO TINTO'S BEST AND FINAL OFFER
• RIO TINTO AND TURQUOISE HILL HAVE ALSO AGREED IN PRINCIPLE TO AMENDMENTS TO FINANCING HEADS OF AGREEMENT
• TRANSACTION WILL REQUIRE APPROVAL OF 66.67% OF VOTES CAST BY SHAREHOLDERS OF TURQUOISE HILL
• COS TO INCREASE EARLY ADVANCE FACILITY AGREED IN MAY TO US$650 MILLION FROM US$400 MILLION
• SPECIAL MEETING OF SHAREHOLDERS OF TURQUOISE HILL TO APPROVE TRANSACTION IS EXPECTED AS EARLY AS POSSIBLE IN Q4 OF 2022
• COS TO EXTEND OUTSIDE DATE BY WHICH INITIAL EQUITY OF US$650 MILLION MUST BE RAISED AND EARLY ADVANCE FACILITY REPAID TO 31 MARCH 2023
• SPECIAL MEETING OF SHAREHOLDERS OF TURQUOISE HILL TO APPROVE TRANSACTION IS EXPECTED AS EARLY AS POSSIBLE IN Q4 OF 2022
• COS AGREE TO PROVIDE TO TURQUOISE HILL RIO TINTO'S COMMITMENT TO PARTICIPATE PRO RATA IN INITIAL EQUITY OFFERING