By Clara Denina and Jahnavi Nidumolu
LONDON (Reuters) - Turquoise Hill Resources (NYSE:TRQ) Ltd on Monday rejected an offer by majority shareholder Rio Tinto (NYSE:RIO) Ltd to buy the 49% stake it doesn't already own for $2.7 billion, as it did not reflect the Canadian company's full and fair value.
After Rio Tinto's bid in March, which the global miner hoped would clear the way to direct ownership of the massive Oyu Tolgoi copper-gold mining project in Mongolia, Turquoise Hill appointed an independent committee to determine if C$34 ($26.57) per share was in the best interest of minority shareholders.
"Engagement between the parties has not resulted in a consensus on value and price or in any improved proposal from Rio Tinto," Turquoise Hill said in a statement.
The Toronto-listed miner, which has a market capitalisation of $5.3 billion, added that the committee considered a fall in the price of copper since the March offer but also said good progress was achieved in recent months on the underground project.
Its shares dropped as much as 16% after the deal rejection, while Rio's share price was down 2.5% in London.
"Rio Tinto is disappointed by the decision of the Special Committee and continues to believe that the terms of the Proposed Transaction would deliver compelling value for Turquoise Hill minority shareholders and provide the certainty of an all-cash offer at an attractive premium," the Anglo-Australian miner said in a statement.
Turquoise Hill is a single-asset company holding 66% of Oyu Tolgoi, one of the world's largest known copper and gold deposits, 550 kms (342 miles) south of Mongolia's capital Ulaanbaatar.
Rio Tinto and the Mongolian government, which owns the remaining 34% of Oyu Tolgoi, in January ended a long-running dispute over the near $7-billion expansion of the mine which is behind schedule and over budget.
Interim Chief Executive Steve Thibeault said Turquoise Hill's funding agreement with Rio Tinto remained in effect and that the company expected it to provide sufficient liquidity to meet funding requirements.
In May, the Canadian company said Rio Tinto would provide an interim debt funding of up to $400 million.
Rio's offer had seen opposition from major Turquoise Hill shareholders, including activist investor Pentwater Capital Management, the largest minority shareholder with a 10% stake, and SailingStone Capital Partners at 2.4%.
"We are pleased that the Special Committee has concluded that the intrinsic value is meaningfully higher than the offer from Rio Tinto, and we are waiting to see what chapter two looks like," MacKenzie Davis, a portfolio manager at SailingStone told Reuters.
Pentwater Capital did not respond to a request for comment.
($1 = 1.2795 Canadian dollars)