Ivanhoe Mines Receives Decision in Arbitration with Rio Tinto
December 12 2011 - 7:18PM
Marketwired
Ivanhoe Mines Ltd. (TSX:IVN)(NYSE:IVN)(NASDAQ:IVN) announced today
that a decision has been received in the arbitration between
Ivanhoe and Rio Tinto. The arbitrator's decision has two
aspects.
Rio Tinto claimed that Ivanhoe's Shareholders' Rights Plan could
potentially breach rights granted to Rio Tinto in the Private
Placement Agreement signed with Ivanhoe in October 2006. The
arbitrator determined that, if Rio Tinto triggers Ivanhoe's
Shareholders' Rights Plan and thereby becomes an "acquiring
person," the anti-dilution rights granted to Rio Tinto in the
Private Placement Agreement will nevertheless continue to
apply.
The anti-dilution rights, which apply in situations where
Ivanhoe proposes to issue shares to any person(s) other than Rio
Tinto, entitle Rio Tinto to acquire a sufficient number of Ivanhoe
shares so as to result in Rio Tinto beneficially owning the same
percentage of issued and outstanding Ivanhoe shares that it would
have owned had no shares been issued to any other person(s).
Ivanhoe's Shareholders' Rights Plan may remain in effect until
its scheduled expiry in April 2013 and will apply to all Ivanhoe
Mines' shareholders, but the exercise of rights under the
Shareholders' Rights Plan will be subject to Rio Tinto's
anti-dilution rights.
The purpose of Ivanhoe's Shareholders' Rights Plan, which was
adopted by the Board of Directors in April 2010 and overwhelmingly
approved by 95% of Ivanhoe's minority shareholders in May 2010, was
to protect all shareholders, while allowing takeover bids that are
made to all shareholders and that satisfy certain conditions. The
Rights Plan also was intended to provide Ivanhoe's board with
additional time to consider any bid and, if applicable, to explore
alternative transactions that would maximize value for
shareholders.
"We will continue to strive to ensure that all Ivanhoe
shareholders are treated fairly," said David Huberman, Chairman of
Ivanhoe Mines.
The arbitrator's decision also addressed the counterclaim that
Ivanhoe filed against Rio Tinto. The counterclaim alleged that Rio
Tinto acted in breach of certain of its obligations under the
Private Placement Agreement. The arbitrator determined that Rio
Tinto had not breached such obligations.
About Ivanhoe Mines
Ivanhoe Mines (TSX:IVN)(NYSE:IVN)(NASDAQ:IVN) is an
international mining company with operations focused in the Asia
Pacific region. Assets include the company's 66% interest in the
Oyu Tolgoi copper-gold-silver mine development project in southern
Mongolia; its 58% interest in Mongolian coal miner SouthGobi
Resources (TSX:SGQ)(HK:1878); a 59% interest in Ivanhoe Australia
(TSX:IVA)(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.
Contacts: Ivanhoe Mines Ltd. - Investors Bill Trenaman
+1.604.688.5755 Ivanhoe Mines Ltd. - Media Bob Williamson
+1.604.331.9830www.ivanhoemines.com
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