Rio Tinto to revert to original takeover deal terms with Turquoise Hill
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Rio Tinto PLC has been unable to reach an agreement with Turquoise Hill Resources Ltd. about how to balance the preferential treatment it is extending to one set of minority shareholders over the rest in a multibillion-dollar takeover, and it has decided to revert back to its original takeover deal terms.
Last week, Turquoise Hill said it was indefinitely postponing the shareholder vote on the proposed $4.2-billion takeover of the company by Rio Tinto as Quebec’s top securities regulator, the Autorité des marchés financier (AMF), studies whether a backdoor deal Rio cut with dissident shareholders is legal.
Rio earlier reached an agreement with Pentwater Capital Management LP and SailingStone Capital Partners LLC, under which the two U.S. investors would be paid out 80 per cent of the $43-a-share takeover amount being offered to all Turquoise Hill shareholders and, after a ruling from an arbitrator, the remaining 20 per cent, plus interest, and potentially much more. The arrangement could see the two firms walk away with tens of millions in extra profits.
Quebec’s security regulator, the AMF, intervened almost immediately, and said it considered the transaction potentially unfair to the other minority shareholders, and said it raised public interest concerns.
Turquoise Hill has in the interim been in talks with Rio Tinto to try to solve the deadlock.
Rio Tinto said on Thursday evening that it was unable to come up with a new solution, and that the deal as originally envisaged is back on, with no side deal for the dissident shareholders any more.
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