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Rio Tinto-Turquoise Hill takeover vote set for December 9

Takeover would give Rio Tinto a 66% stake in the giant Oyu Tolgoi mine in Mongolia. (Image courtesy of Turquoise Hill.)

Canada’s Turquoise Hill Resources (TSX: TQR) has set December 9 as the date its shareholders will finally vote on the proposed $3.3 billion takeover of the company by Rio Tinto (ASX, LON: RIO).

The meeting has been repeatedly delayed because of the opposition of key minority shareholders in Turquoise Hill, mainly US-based fund managers. 

The situation took a turn for the worst earlier this month, after a Canadian top securities regulator decided to review the transaction, following a side deal between Rio Tinto and dissident shareholders

Turquoise Hill said Quebec’s Autorité des marchés financiers (AMF) has cleared the transaction and that its board has repeated its unanimous recommendation to minority shareholders to vote for the sweetened offer.

Rio Tinto initially offered C$34 a share in March this year, but increased it to C$43 per share in cash in August. That was a more than 19% premium to the stock’s end-of-August closing price and a 67% premium from the day before the initial offer was made.

The Australian mining giant has had a rocky relationship with Turquoise Hill, particularly over how to fund Oyu Tolgoi’s expansion. The mining giant has also drawn criticism from some of Turquoise Hill’s minority shareholders about the control it exerts over the company.

The Melbourne and London-based firm, which has mined copper from Oyu Tolgoi’s open pit for a decade, and the Mongolian government ended earlier this year a long-running dispute over the $7 billion expansion of the mine.

Biggest new copper mine 

Once completed, the underground section of Oyu Tolgoi will lift production from 125,000–150,000 tonnes in 2019 to 560,000 tonnes at peak output, which is now expected by 2025 at the earliest. This would make it the biggest new copper mine to come on stream in several years.

“Rio Tinto’s strategy over its stake in Turquoise Hill has been subject to discussion for many years, but we didn’t think it would end up offering to buy out the minorities based on previous form,” BMO Metals and Mining analysts said in a note to investors.

“Given the dearth of copper opportunities elsewhere, combined with its recently lowered risk profile, perhaps increasing its Oyu Tolgoi exposure now makes sense,” BMO Alexander Pearce and David Gagliano wrote in September.

Rio Tinto chief executive Jakob Stausholm has said the proposed takeover would simplify governance, improve efficiency and create greater certainty of funding for the long-term success of the Oyu Tolgoi project.

Experts forecast a vast deficit in the copper market due to a ramp up in the clean energy and electric vehicles (EV) sectors.

It is estimated the copper industry needs to spend more than $100 billion to build mines able to close what could be an annual supply deficit of eight million tonnes by 2032.