TMX Group shareholders urged to immediately tender
their shares to the Maple offer before it expires at
5:00 pm (Eastern) on July 31, 2012
TORONTO, July 11, 2012 - Maple Group Acquisition
Corporation ("Maple") and TMX Group Inc.
("TMX Group") (TSX:X) today announced that the
British Columbia Securities Commission ("BCSC") and
Alberta Securities Commission ("ASC") have approved
final recognition orders with respect to Maple's
proposed acquisition of TMX Group and TSX Venture
Exchange and that the BCSC has approved a final
recognition order with respect to Maple's
proposed acquisition of The Canadian Depository for
Securities Limited ("CDS") and that the ASC
has approved a variation order for the Natural Gas
Exchange. These orders provide the terms under which
the BCSC and ASC will permit Maple to operate a
combined exchange and clearing group. Maple has
agreed to the terms of these orders.
The final BCSC and ASC recognition orders reflect a
commitment by Maple to the continued success of the
TSX Venture Exchange and the Natural Gas Exchange,
including formal governance commitments that provide
for a significant role on the TSX Venture Exchange
Board of Directors and the Maple Board of Directors
for individuals with public venture market expertise.
TSX Venture will also maintain national and local
public venture advisory committees that will be
comprised of participants in the Canadian public
venture capital market and that will provide advice
and recommendations to the board of directors of TSX
Venture Exchange on all policy, operational and
strategic issues that are likely to have a
significant impact on the Canadian public venture
market.
On July 4, 2012, Maple and TMX Group announced that
they had obtained final recognition orders for their
transaction from the Ontario Securities Commission
("OSC") and Autorité des marchés financiers
("AMF"), and that it has received a "no
action" letter from the Competition Bureau.
Speaking on behalf of Maple, Luc Bertrand said, "The
publication of recognition orders from the British
Columbia and Alberta Securities Commissions
establishes the terms under which they will permit us
to operate our integrated exchange and clearing
group. This sets the stage for Maple to take up TMX
Group shares under its offer on July 31, and we now
strongly urge TMX Group shareholders to deposit and
tender their shares to our offer before it expires on
July 31."
Tom Kloet, Chief Executive Officer, TMX Group said,
"I'd like to thank the BCSC and ASC, and all
regulators across Canada, for their hard work on this
file. Following completion of the transaction, TMX
Group will be a stronger organization, able to
introduce new innovation and efficiency to the
Canadian market, and to grow, compete and win more
effectively on the global stage. We look forward to a
successful conclusion of the tendering process and to
the work ahead to bring our plans to fruition."
Offer to TMX Group shareholders
Maple's offer to acquire a minimum of 70% and a
maximum of 80% of the shares of TMX Group for $50 in
cash per share is open until 5:00p.m. (Eastern Time)
on Tuesday, July 31, 2012, unless further extended or
withdrawn. The offer is part of an integrated
acquisition transaction, valued at approximately $3.8
billion, to acquire 100% of TMX Group shares. The TMX
Group Board of Directors continues to unanimously
recommend that shareholders accept and tender their
shares under the Maple offer.
Maple expects to be in a position to take up TMX
Group shares deposited under the offer on July 31,
2012, subject to the satisfaction of the minimum
tender condition and the satisfaction or waiver of
the other conditions of the offer, including receipt
of the remaining required regulatory approvals. Maple
is also seeking to complete the proposed acquisitions
of Alpha and CDS concurrently with or as soon as
possible following the completion of the Maple offer.
Minimum and Full Deposit Elections
Maple's offer includes a minimum tender condition
that requires 70% of TMX Group shares outstanding be
deposited to the offer. Maple recognizes TMX Group
shareholders who support the offer may also want to
retain as many of their TMX Group shares as possible
in order to participate in the successor company and
its ongoing upside potential. Accordingly, the offer
includes a "minimum deposit" election designed to
provide TMX Group shareholders with the opportunity
to support Maple's transaction by having only the
minimum number of TMX Group shares acquired for cash
while still satisfying the minimum tender condition.
Shareholders that support the Maple Acquisition
should accept the Offer, tender their TMX Shares
under the Offer and make either the Full Deposit
Election or the Minimum Deposit Election.
Shareholders that would like to receive as much cash
as possible for their TMX Shares pursuant to the
Maple Acquisition should make the Full Deposit
Election.
Shareholders that would like to support the Offer but
would like to receive as many Maple Shares as
possible for their TMX Shares pursuant to the Maple
Acquisition should make the Minimum Deposit Election.
Time to Act
TMX Group shareholders are encouraged to immediately
deposit their shares to the Maple offer:
Beneficial shareholders - If your TMX Group shares
are held in a brokerage account or otherwise through
an intermediary, you must contact your
broker/intermediary immediately and advise them of
your instructions for depositing your TMX Shares on
your behalf to Maple Group's Offer prior to
5:00p.m. (Eastern time) on July 31, 2012.
Registered Shareholders (who have a physical
certificate in their name) - If your TMX Group shares
are held in your own name, please complete the Letter
of Transmittal (printed on GREEN paper) and deposit
it along with your share certificate in the enclosed
envelope to the Depositary - Computershare Investor
Services Inc. - along with all other documents
required by the instructions set out in the Letter of
Transmittal prior to 5:00p.m. (Eastern time) on July
31, 2012.
Questions and requests for assistance may be directed
to the Information Agent for the Offer, Kingsdale
Shareholder Services Inc. (the ''Information
Agent'') at 1-888-518-1556 toll-free in North
America, or at 1-416-867-2272 outside of North
America (collect calls accepted), or by e-mail at contactus@kingsdaleshareholder.com.
Details of Maple's offer are available in its
Offer and Circular dated June 10, 2011, as varied by
the Notice of Variation dated June 24, 2011, the
Notice of Change and Extension dated August 8, 2011,
the Notice of Extension dated September 29, 2011, the
Notice of Variation and Extension dated October 31,
2011, the Notice of Extension dated January 31, 2012,
the Notice of Extension dated February 24, 2012, the
Notice of Extension dated March 30, 2012, the Notice
of Change and Extension dated May 3, 2012, and a
further Notice of Extension dated May 31, 2012. These
documents are also available at www.abetterexchange.com.
About Maple Group Acquisition Corporation
The investors in Maple Group Acquisition Corporation
are: Alberta Investment Management Corporation,
Caisse de dépôt et placement du Québec, Canada
Pension Plan Investment Board, CIBC World Markets
Inc., Desjardins Financial Group, Dundee Capital
Markets Inc., Fonds de solidarité des travailleurs du
Québec (F.T.Q.), National Bank Financial & Co. Inc.,
Ontario Teachers' Pension Plan, Scotia Capital
Inc., TD Securities Inc. and The Manufacturers Life
Insurance Company.
About TMX Group (TSX-X)
TMX Group's key subsidiaries operate cash and
derivative markets for multiple asset classes
including equities, fixed income and energy. Toronto
Stock Exchange, TSX Venture Exchange, TMX Select,
Montreal Exchange, Canadian Derivatives Clearing
Corporation, Natural Gas Exchange, Boston Options
Exchange (BOX), Shorcan, Shorcan Energy Brokers,
Equicom and other TMX Group companies provide listing
markets, trading markets, clearing facilities, data
products and other services to the global financial
community. TMX Group is headquartered in Toronto and
operates offices across Canada (Montreal, Calgary and
Vancouver), in key U.S. markets (New York, Houston,
Boston and Chicago) as well as in London, Beijing and
Sydney. For more information about TMX Group, visit
our website at www.tmx.com.
This press release is not intended to and does not
constitute or form part of an offer or invitation to
sell or purchase any securities, the solicitation of
an offer to buy or sell any securities or an offer to
exchange or otherwise acquire any securities, in any
jurisdiction, whether pursuant to the offer described
in this press release or otherwise. Maple's
Circular and related notices contain important
information and TMX Group shareholders are urged to
read them carefully before any decision is made with
respect to the offer.
The distribution of this press release in
jurisdictions other than Canada may be restricted by
law and therefore any persons who are subject to the
laws of any jurisdiction other than Canada should
inform themselves about, and observe, any applicable
requirements. This press release does not purport to
comply with the laws of any non- Canadian
jurisdiction and the information disclosed may not be
the same as that which would have been disclosed if
this announcement had been prepared in accordance
with the laws of jurisdictions outside Canada.
Information for U.S. Shareholders
The offer is being made for the securities of a
Canadian company that does not have securities
registered under Section 12 of the U.S. Securities
Exchange Act of 1934, as amended (the "U.S. Exchange
Act"). Accordingly, the offer is not subject to
Section 14(d) of the U.S. Exchange Act, or Regulation
14D promulgated by the U.S. Securities and Exchange
Commission (the "SEC") thereunder. The offer is being
conducted in accordance with Section 14(e) of the
U.S. Exchange Act and Regulation 14E promulgated by
the SEC thereunder (with settlement being subject to
a longer period than would typically apply for
securities of U.S. public companies).
The Maple shares to be issued to shareholders
(including U.S. shareholders) other than Maple
pursuant to the plan of arrangement have not been,
and will not be, registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"),
or under the securities law of any state or other
jurisdiction of the United States. The Maple shares
to be issued pursuant to the plan of arrangement will
be issued in reliance upon the exemption from the
registration requirements of the U.S. Securities Act
provided by section 3(a)(10) thereof and only to the
extent that corresponding exemptions from the
registration or qualification requirements of state
"blue sky" securities laws are available.
All dollar references in this press release are in
Canadian dollars. On July 11, 2012 the Bank of Canada
noon rate of exchange for U.S. dollars was CDN. $1.00
- U.S. $0.9809.
Notice to Shareholders in the United Kingdom and
European Economic Area
The offer is only being made within the European
Economic Area ("EEA") pursuant to an exemption under
Directive 2003/71/EC (together with any applicable
adopting or amending measures in any relevant member
state (as defined below), the "Prospectus
Directive"), as implemented in each member state of
the EEA (each, a "relevant member state"), from the
requirement to publish a prospectus that has been
approved by the competent authority in that relevant
member state and published in accordance with the
Prospectus Directive as implemented in that relevant
member state or, where appropriate, approved in
another relevant member state and notified to the
competent authority in that relevant member state,
all in accordance with the Prospectus Directive.
Accordingly, in the EEA, the offer and documents or
other materials in relation to Maple Shares are only
addressed to, and are only directed at, (a) qualified
investors in a relevant member state within the
meaning of Article 2(1)(e) of the Prospectus
Directive, as adopted in the relevant member state,
and (b) persons who hold, and will tender, the
equivalent of at least €50,000 worth of TMX Shares
(collectively, "permitted participants"). These
documents may not be acted or relied upon by persons
in the EEA who are not permitted participants.
With reference to the U.K. Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), the offer and any materials in
relation to Maple Shares is only directed at persons
in the United Kingdom that are (a) investment
professionals falling within Article 19(5) of the
Order or who fall within Article 49(2)(a) to (d) of
the Order; (b) holders of TMX Shares at the time of
communication of the offer and such materials; or (c)
persons to whom they may otherwise lawfully be
communicated (collectively, "relevant persons"). In
the United Kingdom, Maple Shares are only available
to, and the offer may only be accepted by, relevant
persons who are also permitted participants, and as
such, any investment or investment activity to which
this document relates is available only to, and may
be relied upon only by, relevant persons who are also
permitted participants.
Caution Regarding Forward-Looking Information
This document contains "forward-looking information"
(as defined in applicable Canadian securities
legislation). This information is based on the
current expectations, assumptions, projections,
estimates and other factors that the management of
Maple believe to be relevant as of the date of this
document. This information is naturally subject to
uncertainty and changes in circumstances. The
forward-looking information contained in this
document includes, but is not limited to, statements
relating to the proposed acquisition of TMX Group by
Maple, and the effects thereof, and the proposed
subsequent combination with Alpha Group and CDS, and
the effects thereof, and other statements other than
historical facts. TMX Group has not had access to
confidential information relating to Alpha Group,
including the terms of the Alpha shareholder
agreement. To the extent the information in this
document relates to Alpha Group, TMX Group is relying
on Maple for the accuracy of that information.
Often, but not always, forward-looking statements and
forward-looking information can be identified by the
use of the words "expect", "will", "intend",
"estimate", "may" and similar expressions.
Forward-looking statements are necessarily based upon
a number of factors, estimates and assumptions that,
while considered reasonable by Maple, are inherently
subject to significant business, economic and
competitive uncertainties and contingencies. Readers
are cautioned that such forward-looking statements
and information involve known and unknown risks,
uncertainties and other factors that may cause the
actual financial results, performance or achievements
of Maple and/or its subsidiaries to be materially
different from the estimated future results,
performance or achievements expressed or implied by
those forward looking statements and information, and
the forward-looking statements and information are
not guarantees of future performance. In addition to
the risks identified in the press release, these
risks, uncertainties and other factors include, but
are not limited to: the satisfaction of the
conditions to the proposed acquisitions of TMX Group,
Alpha Group and CDS, including obtaining required
regulatory approvals; the extension of the outside
date under the support agreement and the acquisition
governance agreement beyond July 31, 2012; failure to
acquire Alpha Group or CDS; the inability to
successfully integrate TMX Group's operations
with those of Alpha Group and CDS, including, without
limitation, incurring and/or experiencing
unanticipated costs and/or delays or difficulties;
future levels of revenues being lower than expected
or costs being higher than expected; conditions
affecting the industry; local and global political
and economic conditions; unforeseen fluctuations in
trading volumes; competition from other exchanges or
marketplaces, including alternative trading systems
and new technologies, on a national and international
basis; foreign exchange rate fluctuations and
interest rate fluctuations (including from any
potential credit rating decline); legal or regulatory
developments and changes; the outcome of any
litigation; the impact of any acquisitions or similar
transactions; dependence on the economy of Canada;
competitive products and pricing pressures; success
of business and operating initiatives; failure to
retain and attract qualified personnel; failure to
implement strategies; dependence on information
technology; dependence on adequate numbers of
customers; risks associated with clearing operations;
inability to protect intellectual property; the
adverse effect of a systemic market event on the
derivatives business; risks associated with
integrating the operations, systems, and personnel of
new acquisitions; dependence on market activity that
cannot be controlled and/or conditions in the
securities market that are less favourable than
expected; and changes in the level of capital
investment. Other factors could also cause actual
results to differ materially from those in the
forward-looking information. For additional
information on such risks, please consult "Risk
Factors" found on page 64 of Maple's June 10,
2011 circular, and page 2 of Maple's January 31,
2012 Notice of Extension.
Actual results, events, performances, achievements
and developments are likely to differ, and may differ
materially, from those expressed or implied by the
forward-looking information contained in this
document. Maple and its investors make no
representations as to present or future value or the
present or future trading price of any security,
including Maple shares.
Given these risks and uncertainties, investors should
not place undue reliance on forward-looking
information as a prediction of actual results.
Neither Maple nor its investors nor any of their
respective affiliated companies undertakes any
obligation to update or revise forward-looking
information, whether as a result of new information,
future events or otherwise, except to the extent
legally required.
- 30 -
For further information:
TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free
1-888-518-1556 (English and Français) within North
America, or outside North America at 416-867-2272
(collect calls accepted) or by e-mail at contactus@kingsdaleshareholder.com
Maple Media Contacts:
Peter Block
Toronto
416-848-1431
Jean-Sébastien Lamoureux
Montreal
514-843-2368
Maple Investor Contact:
Rudy Sankovic
416-308-7857
TMX Group Media Contact:
Carolyn Quick
Director, Corporate Communications
416-947-4597
carolyn.quick@tmx.com
TMX Group Investor Contact:
Paul Malcolmson
Director, Investor Relations
416-947-4317
paul.malcolmson@tmx.com