January 27, 2012 / 9:23 PM / 6 years ago

Rio may push for shake-up of Ivanhoe Mines

(Reuters) - Rio Tinto (RIO.L) (RIO.AX) has opened the door to a shakeup of the board and senior management of Ivanhoe Mines (IVN.TO) now that it has taken control of the Canadian miner, which owns two-thirds of the massive Oyu Tolgoi project in Mongolia.

In a filing with the U.S. Securities and Exchange Commission, Rio said it would look to gain more seats on the Ivanhoe board and that it anticipates replacing of some of the management, including senior management.

But Ivanhoe's deputy chairman was quick to highlight a 2010 agreement that he said guarantees more than 50 percent of Ivanhoe's board must remain independent, meaning Rio could not gain a majority on the board. All management appointments are made by the board.

Rio Tinto, which boosted its stake in Ivanhoe to 51 percent earlier this week, also said it may also approach Ivanhoe - alone or with a third party - on the ownership structure of the Oyu Tolgoi copper-gold mine.

Rio said it has no plan for changes to the board or management at this time but said it is reviewing the matter. The SEC filing sheds more light on Rio Tinto's intentions for Ivanhoe.

The Anglo-Australian miner, scarred by the costly takeover of aluminum giant Alcan at the height of the commodities boom, is not expected to try for a full takeover of Ivanhoe.

Instead, analysts say, it will likely seek a friendly deal that would give it control of Oyu Tolgoi but leave behind Ivanhoe's other projects. Oyu Tolgoi, one of the world's biggest mining projects, is due to start producing within 18 months.

The mine is 34 percent owned by the government of Mongolia, with Ivanhoe owning the rest.

In 2010, Rio said that it had held talks with its biggest shareholder, Chinalco, about the possibility of bringing in the Chinese state-owned company as a partner in Oyu Tolgoi, a move that would have to be approved by the Mongolian government.

Chinalco holds a 8.4 percent state in Rio Tinto, according to Thomson Reuters data.

BOARD BUMP

In a statement released on Friday, Ivanhoe's deputy chairman Peter Meredith shot down talk of wholesale changes to Ivanhoe's board or management.

"While the board obviously would take into account the views of its major shareholders, the composition of the Ivanhoe Mines management team is a board responsibility," he added.

Rio currently has seven nominees on the board, including four independents.

Meredith said that the current board and management team remain focused on bringing Oyu Tolgoi into production.

Oyu Tolgoi, which translates to Turquoise Hill, is about 50 miles north of Mongolia's border with copper-hungry China.

Development of the $6 billion project was delayed for years as Ivanhoe hammered out a complicated royalty agreement with Mongolia, finally agreeing to a deal in 2009.

Once at commercial production in 2013, Oyu Tolgoi is expected to produce more than 544,000 tons of copper, 650,000 ounces of gold, and 3 million ounces of silver a year on average over its first 10 years.

Rio now holds 51 percent of Ivanhoe, while founder and chief executive, Robert Freidland, holds a 13.7 percent stake, according to Thomson Reuters data.

The company's shares have slumped 17 percent since Rio Tinto won a fight against Ivanhoe's "poison pill" takeover defense, clearing the way for Rio to gain control of the miner.

Its shares were down 1.79 percent at C$17.06 late on Friday afternoon on the Toronto Stock Exchange.

($1=$1.00 Canadian)

Reporting by Sonali Paul and Julie Gordon; Editing by John Mair and Peter Galloway

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