Maple submits applications to regulators over TMX acquisition

Source: Maple Group Acquisition Corporation

Maple Group Acquisition Corporation ("Maple"), a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds, announced today that it has submitted applications for regulatory approval to each of the Ontario Securities Commission ("OSC"), Autorité des marchés financiers ("AMF"), Alberta Securities Commission and British Columbia Securities Commission, in connection with Maple's proposal to acquire 100% of TMX Group Inc. ("TMX Group") (TSX: X) shares in an integrated acquisition transaction valued at approximately $3.8 billion.

Maple has been advised that each of the applicable securities regulatory authorities has or intends to publish and accept public comments on the securities applications and that the OSC and AMF intend to subsequently convene public hearings in December 2011 in respect of the securities applications. Copies of Maple's securities applications are available at Maple welcomes the opportunity to continue its dialogue with the securities commissions to address the issues raised in their notices and requests for comments. Maple is also in the process of responding to Supplementary Information Requests issued by the Commissioner of Competition.

Speaking on behalf of Maple's investors, Luc Bertrand said, "These applications mark an important milestone in the regulatory process and set out further details of our vision for an integrated exchange and clearing group that is well-positioned to pursue new growth opportunities and meet the needs of Canada's capital markets and capital market participants. We are moving forward with our offer, our discussions with the TMX Group are ongoing and we remain confident we can obtain all necessary regulatory approvals by early 2012."

In its filings with securities regulators, Maple outlined its plans and commitments to be undertaken following the completion of its acquisition of TMX Group and integration of Alpha Group and CDS's operations. In the securities applications, Maple writes: "We believe that the existing Canadian model of a stand-alone, listings-focused exchange can be improved...Our vision is to build on TMX Group's many strengths to create an integrated exchange and clearing group that will be well positioned to pursue growth opportunities through innovative new product development, expanded distribution and international acquisitions or joint ventures."
"We propose to implement Maple's vision through the integration of CDS and Alpha into TMX Group's operations. To be successful in this vision, Maple must respect and serve the core elements of Canada's vibrant capital markets, by responding to and serving the interests of users, including listed issuers, both large and small, and public investors, ensuring fair practices free from real or perceived conflicts of interest, and respecting appropriate risk management practices. The integrated operations will also need to generate efficiencies, enhance speed of execution, maintain low costs and foster easy access. We understand that fees must continue to be fair and reasonable; open access must be maintained in both trading and clearing; and decisions within the organizations must be taken on a reasonable basis and in the interests of fostering confidence in the capital markets. Simply put, if Maple fails to sustain fair practices and produce these efficiencies, our vision will not be fulfilled."

In addition, and in the spirit of commitments made to the AMF in 1999 and 2008, Maple has committed to invest in the continued growth of TMX Group's derivatives trading and clearing business and proposes to provide certain undertakings to the AMF relating to that business. In particular, Maple proposes to undertake that the head office and mind and management of MX, CDCC and any newly established exchange or clearing agency for trading or clearing OTC equity and fixed income derivatives will be located in Montreal.

Further details regarding Maple's preliminary business plan and associated commitments can be found in its securities applications.

Details of Maple's offer are available in its Offer and Circular documents dated June 10, 2011, as varied by a Notice of Variation dated June 24, 2011, Notice of Change and Extension dated August 8, 2011 and Notice of Extension dated September 29, 2011. These documents have been filed on SEDAR and sent to TMX Group shareholders, and are also available at 

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