Rio Tinto PLC says it will no longer offer preferential treatment to one set of minority shareholders in its proposed takeover of Turquoise Hill Resources Ltd., and will instead offer all minority shareholders the same 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 a pact 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 that other minority shareholders did not have access to.
Some minority shareholders raised concerns that the transaction as structured was unfair to the other minority shareholders, and the AMF quickly intervened. Turquoise Hill, in the interim, started talks with Rio again, at the behest of the AMF to try to solve the deadlock.
Rio Tinto said on Thursday evening that there would be no side deal for the dissident shareholders any more, and that every minority shareholder could either accept the $43 a share takeover proposal, or potentially seek a higher payout through exercising their dissent rights using the court system.
Rio already owns 51 per cent of Turquoise Hill and has control over several board seats. The giant Anglo-Australian miner is offering to buy the 49 per cent it doesn’t already own.
The development casts new uncertainty over whether the deal succeeds as the dissenting shareholders, Pentwater and SailingStone, have no longer agreed to withhold their votes in the upcoming shareholder meeting. Under the earlier side deal, the pair said they would sit out the meeting, which meant that Rio was virtually guaranteed the vote would go its way. At least 50 per cent of Turquoise Hill’s minority shareholders have to vote in favour of the deal for it to succeed.
Niall McGee