Rio Tinto prevails in $3.3bn takeover of Turquoise Hill

Shareholders of Turquoise Hill have accepted Rio Tinto’s $3.3bn bid to buy all of the shares in the Canadian miner it did not already own, drawing to a close a tumultuous takeover battle that at times appeared on the brink of failure.

The deal gives Rio greater control over the Oyu Tolgoi copper mine in Mongolia, which has been a priority for chief executive Jakob Stausholm, who travelled to the country a year ago in an effort to “reset” the relationship with Ulan Bator.

Oyu Tolgoi, one of Rio’s most valuable assets and crucial to its metals expansion strategy, will be one of the largest copper mines in the world when it reaches full production of about 500,000 tonnes per year by 2030. It has struggled with cost overruns and delays.

Rio operates the mine and owns 51 per cent of Turquoise Hill, which owns 66 per cent of Oyu Tolgoi. The remaining stake is held by the Mongolian government.

Rio was forced to raise its offer price for Turquoise Hill twice this year following an initial bid in March, as it sought to buy out the remaining 49 per cent of Turquoise Hill that it did not already own.

In Friday’s vote 60.5 per cent of minority shareholders in Turquoise Hill voted to approve Rio’s offer, while an undisclosed number registered a dissenting vote or rejected the offer. Approval by a majority of the minority shareholders was needed for the deal to pass.

Those shareholders who dissented will be paid C$34.30 per share, then go through a court process that will determine the final level of their compensation.

“This transaction will deliver significant benefits for all shareholders, and allow us to progress the Oyu Tolgoi project in partnership with the government of Mongolia with a simpler and more efficient governance and ownership structure,” said Rio Tinto copper chief executive Bold Baatar.

The two largest minority shareholders in Turquoise Hill, SailingStone Capital and Pentwater Capital, have been vocal opponents of Rio’s offer on the grounds that it undervalues the mine.

The shareholder vote on Rio’s C$43 a share offer was delayed several times this autumn, as Rio did not initially have the votes to approve the deal.

Rio subsequently struck an agreement with SailingStone and Pentwater that would have allowed the deal to proceed, but it was withdrawn after being investigated by Canadian regulatory authorities.

Shares in Rio rose 1 per cent in London on Friday. Turquoise Hill gained 0.4 per cent in New York.

Valuing the mine’s resources has been tricky because producers expect a global shortage of copper in the coming years amid growing demand from electrification and the clean energy transition.

However, this year benchmark copper prices have sunk 12 per cent because of reduced demand from China and concerns about a global economic slowdown.