Ivanhoe Mines Reaffirms Support for Company's Plan That Protects Shareholders' Rights
July 12 2010 - 8:32AM
Marketwired
Ivanhoe Mines Ltd. (TSX: IVN)(NYSE: IVN)(NASDAQ: IVN)
David Huberman, lead independent Director of the Ivanhoe Mines
Board of Directors and Chair of the Board's Corporate Governance
Committee, said today that the company would continue to support
its Shareholders' Rights Plan in an arbitration proceeding
initiated by Rio Tinto plc.
Mr. Huberman said Ivanhoe Mines firmly believes that the
Shareholders' Rights Plan, adopted in April this year, is not in
breach of any of Rio Tinto's existing contractual rights. However,
the Rights Plan does restrict Rio Tinto - and other shareholders
and third parties - whether acting alone or in concert with another
party, from acquiring additional Ivanhoe shares in the market
beyond the amounts provided for in existing contractual
arrangements unless an offer is made to all shareholders.
Rio Tinto, which presently owns 29.6% of Ivanhoe Mines, claimed
in a filing for arbitration last Friday, July 9, that the Ivanhoe
Shareholders' Rights Plan breached some of Rio Tinto's rights under
the October 2006 private placement agreement between Rio Tinto and
Ivanhoe Mines. Nothing in the private placement agreement prohibits
Ivanhoe Mines from implementing a Shareholders' Rights Plan.
The Ivanhoe Mines Rights Plan is intended to protect all
shareholders from coercive or creeping takeovers, while allowing
takeover bids that are made to all shareholders and that satisfy
the conditions of Permitted Bids. The Rights Plan also provides
Ivanhoe's Board of Directors with additional time to consider any
bid and, if applicable, to explore alternative transactions that
would maximize value for shareholders.
The Rights Plan was approved by all members of the Ivanhoe Board
on April 5, with the exception of the Rio Tinto appointee who
opposed the Plan. Formal ratification of the Rights Plan was
recommended by independent proxy advisers Risk Metrics and Glass
Lewis & Co. and the Plan was overwhelmingly approved by 95% of
Ivanhoe's minority shareholders who voted on May 7.
Mr. Huberman said Ivanhoe Mines values its ongoing relationship
with Rio Tinto and the support Rio Tinto is continuing to provide
to Ivanhoe Mines in advancing the construction of the Oyu Tolgoi
copper-gold mining complex in southern Mongolia. "Ivanhoe intends
to continue to work in good faith with Rio Tinto to realize our
shared objective of bringing the world-class Oyu Tolgoi mine into
production in 2013 and begin delivering its very substantial
benefits to present and future generations of stakeholders."
About Ivanhoe Mines
Ivanhoe Mines is an international mining company with operations
focused in the Asia Pacific region. Ivanhoe's core assets include
its world-scale, Oyu Tolgoi copper-gold mine development project in
southern Mongolia.
Ivanhoe Mines' other core assets are its 57% interest in
Mongolian coal miner SouthGobi Resources (TSX: SGQ)(HK: 1878); an
81% interest in Ivanhoe Australia (ASX: IVA), a
copper-gold-uranium-molybdenum-rhenium exploration and development
company; and a 50% interest in Altynalmas Gold Ltd., a private
company developing the Kyzyl Gold Project in Kazakhstan.
Ivanhoe Mines' shares are listed on the New York, NASDAQ and
Toronto stock exchanges under the symbol IVN.
Forward-looking statements
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of our
beliefs, intentions and expectations about developments, results
and events which will or may occur in the future, constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation and "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking information and statements are typically identified
by words such as "believe," "intended," "should," "expect," "plan,"
"estimate," "will" and similar expressions suggesting future
outcomes or statements regarding an outlook. These include, but are
not limited to, Oyu Tolgoi becoming a world-class mine; the
objective of attaining commercial production at Oyu Tolgoi in 2013;
and the delivery of very substantial benefits to present and future
generations of stakeholders; and other statements that are not
historical facts.
All such forward-looking information and statements are based on
certain assumptions and analyses made by Ivanhoe Mines' management
in light of their experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are appropriate in the
circumstances. These statements, however, are subject to a variety
of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected
in the forward-looking information or statements. Important factors
that could cause actual results to differ from these
forward-looking statements include those described under the
heading "Risks and Uncertainties" elsewhere in the Company's
MD&A filed on Sedar. The reader is cautioned not to place undue
reliance on forward-looking information or statements.
Contacts: Ivanhoe Mines Ltd. Bill Trenaman Investors
+1.604.688.5755 Ivanhoe Mines Ltd. Bob Williamson Media
+1.604.331.9830 www.ivanhoemines.com
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