Issues Letter and Proxy Critical of the Treatment of Minority Investors in Turquoise Hill by Company’s Current Board and Management and its Controlling Shareholder Rio Tinto plc.
- Turquoise Hill shareholders have suffered massive value destruction at the hands of Rio Tinto, which operates the Oyu Tolgoi Project (allegedly under the watchful eye of Oyu Tolgoi's majority owner, Turquoise Hill) while also being the majority shareholder of Turquoise Hill.
- Turquoise Hill’s board and management have failed to effectively oversee Rio Tinto, and intervene in the abuse of control and refusal to make complete and truthful disclosure by Rio Tinto of the Oyu Tolgoi Project.
- Turquoise Hill’s officers are a revolving door of Rio Tinto executives, employees and board nominees, who are rotated into senior positions at Turquoise Hill and tasked with "negotiating" material agreements with Rio Tinto on behalf of Turquoise Hill.
- Rio Tinto exercises effective control over the selection and nomination of Turquoise Hill’s "independent directors", without any meaningful input from Turquoise Hill's minority shareholders.
- Turquoise Hill's directors lack sufficient independence from Rio Tinto, and their financial incentives are not aligned with the interests of Turquoise Hill or its minority shareholders.
- Shareholders are urged to vote using only the GOLD proxy now for Pentwater's meaningfully independent, experienced and motivated director nominee and its minority shareholder representation proposal to restore accountability at Turquoise Hill.
- Vote on the GOLD proxy or VIF and submit prior to 5:00 p.m. (Eastern time) on Thursday May 7, 2020 or earlier to permit it to be delivered to the Company in time to be counted.
NAPLES, Fla., April 02, 2020 (GLOBE NEWSWIRE) -- Pentwater Capital Management LP ("Pentwater"), a long-term supportive investor and the largest minority shareholder of Turquoise Hill Resources Ltd. ("Turquoise Hill" or the "Company") (TRQ.TO) (TRQ.TO), owning, together with its affiliates and associates, approximately 9.09% of the Company's issued and outstanding common shares, today filed a proxy circular, GOLD proxy card, and issued a letter to shareholders of Turquoise Hill in connection with the Company's upcoming annual and special meeting of shareholders scheduled for 9:00 a.m. (Eastern Time) on May 12, 2020 (the "Meeting") in the Saint-Laurent 5 room of Hôtel Bonaventure Montreal, located at 900 Rue de la Gauchetière Ouest, Montreal, Quebec, Canada.
Since Rio Tinto plc. (NYSE:RIO:US)(LON:RIO:L)(ASX:RIO:AX) ("Rio Tinto") gained control of Turquoise Hill in 2012, Pentwater has grown increasingly alarmed at the significant value destruction and mismanagement of and failure to make material disclosures about the Company and its material asset – the Oyu Tolgoi Project – at the hands of Rio Tinto and its hand-picked Turquoise Hill officers and directors. The tangled web that has been woven between Rio Tinto and Turquoise Hill has resulted in a lack of corporate governance controls, systemic disregard for the interests of minority shareholders, a sustained period of false and misleading disclosures and irreparable harm to the interests of all Turquoise Hill stakeholders.
The Oyu Tolgoi Project is one of the largest known copper and gold deposits in the world, containing ore that is six times the average-industry grade. If managed and operated properly, the Oyu Tolgoi Project should reap exceptional benefits for all stakeholders – including the people and government of Mongolia and the majority and minority shareholders of Turquoise Hill.
It is time to take action against the current culture of entrenchment, value destruction and misconduct at Turquoise Hill. At the Meeting, Pentwater is seeking the support of Turquoise Hill shareholders to vote using the GOLD form of proxy or VIF FOR:
- the election of the highly qualified and meaningfully independent director nominee, Matthew Halbower, Chief Executive Officer and Chief Investment Officer of Pentwater, to the board of directors of the Company; and
- the adoption of a shareholder proposal, which would provide minority shareholders of Turquoise Hill with the exclusive right to nominate and elect three of seven directors to the board of directors of the Company.
Turquoise Hill shareholders have the opportunity to initiate much-needed change, to restore accountability and to safeguard minority shareholder interests in Turquoise Hill. By electing Matthew Halbower to the board of directors of the Company, minority shareholders will for the first time have a director representing them whose interests are fully aligned with theirs, rather than Rio Tinto's, which is exemplified by Pentwater's significant investment in Turquoise Hill.
To ensure your vote is counted, please vote using the GOLD form of proxy or GOLD VIF prior to 5:00 p.m. (Eastern Time) on Thursday, May 7, 2020. You should discard any management proxies or VIFs that you receive.
Shareholders are urged to read the full text of Pentwater's proxy circular and letter to shareholders, which are available under Turquoise Hill's issuer profile on SEDAR at www.sedar.com.
Pentwater is a private investment firm focused on investing in event driven strategies with expertise across the capital structure. Founded in April of 2007, the firm’s experienced team uses a dynamic, disciplined approach to mitigate risk and optimize returns.
The head office of Pentwater is located at 1001 10th Ave South, Suite 216, Naples, FL 34102.
For further information contact:
MacKenzie Partners, Inc.
Daniel Burch – 1-212-929-5748
Jeanne Carr – 1-917-648-4478