Maple Group Acquisition Corporation ("Maple"), a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds, and TMX Group Inc. (TSX: X) today announced the extension of Maple's offer to acquire a minimum of 70% and a maximum of 80% of the shares of TMX Group to 5:00 p.m. (Eastern Time) on February 29, 2012, unless further extended or withdrawn.
The Maple 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.
Speaking on behalf of Maple, Luc Bertrand said, "We continue to believe the Maple transaction will substantially benefit Canada's capital markets and its participants, improve the ability of market participants to manage risk and encourage the development of new offerings. We are committed to the transaction and are working diligently to obtain the required regulatory approvals. To this end, we are in ongoing discussions with the regulators and have made numerous submissions to them, including recently submitting a proposed CDS pricing model and proposing remedies to address concerns regarding equities trading."
Tom Kloet, Chief Executive Officer of TMX Group added: "TMX Group continues to believe that this transaction represents a unique opportunity to promote the long-term vibrancy and international competitiveness of Canada's capital markets. This transaction is the right path forward for TMX Group and provides important potential benefits for Canada's capital markets and capital markets participants. We will continue to work closely with Maple Group to achieve the required approvals."
As previously disclosed, under the Support Agreement between Maple and TMX Group, Maple has agreed to use commercially reasonable efforts to obtain all required regulatory approvals, including from the securities regulatory authorities and the Commissioner of Competition , and to accept all conditions, commitments and undertakings necessary to do so, provided they do not result in a "Material Detriment" as defined in the Support Agreement. Maple is continuing to seek to resolve outstanding issues and concerns raised by the securities regulatory authorities and the Competition Bureau. However, there can be no assurance that remedies short of a Material Detriment will address the issues and concerns raised by the securities regulatory authorities and the Commissioner or that the required regulatory approvals will be obtained.
Details of Maple's offer, including an update of the status of regulatory approvals, 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, and a further Notice of Extension to be filed by Maple on SEDAR and mailed to TMX Group's shareholders in the coming days in respect of the current extension of the offer. These documents are also available at abetterexchange.com.