Maple and TMX claim regulatory progress

The OSC has informed Maple that it has requested that its staff develop draft recognition orders with detailed terms and conditions. The OSC will publish the draft orders for a 30-day public comment period prior to making a final decision on the recognition orders. This follows an extensive review by the OSC of the proposed combination of TMX Group, CDS and Alpha.

The AMF announced today that it intends to approve Maple's proposed integrated acquisition transaction. The AMF has indicated that it is satisfied that the conditions that it intends to impose on Maple and its subsidiaries will adequately address the issues raised previously by the AMF. This also follows an extensive review by the AMF of Maple's proposed transaction.

Speaking on behalf of Maple, Luc Bertrand said, "While the transaction remains subject to OSC, AMF and other approvals, these developments move us closer to fulfilling our vision to create an integrated exchange and clearing group that can deliver significant benefits to Canada and participants in Canada's capital markets."

Tom Kloet, Chief Executive Officer, TMX Group, said "This combination will enhance our ability to contribute to the growth of Canada's capital markets at a faster pace and enhance Canada's standing as a financial centre by maximizing our ability to compete and win in the international arena. We look forward to continuing to work with Maple to obtain the regulatory approvals needed to proceed with this transaction."

Maple and TMX Group are committed to the transaction and are working diligently to obtain the required regulatory approvals, which include approvals by the OSC, AMF, Alberta Securities Commission, British Columbia Securities Commission and the Competition Bureau. To this end, in addition to the discussions Maple and TMX Group will have with securities regulators regarding the draft recognition orders, they will continue their efforts to address the serious concerns previously raised by the Competition Bureau.

Given the developments made public today, it is apparent that the offer for TMX Group will not be completed by the April 30, 2012 outside date. Maple and TMX Group are therefore in discussions regarding an extension of the outside date under the Support Agreement, and Maple is in discussions concerning the extension of related agreements among the thirteen Maple investors and with its lenders in respect of the extension of the debt financing to be used to fund the acquisition.

As previously disclosed, under the Support Agreement, 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 will work to settle the terms and conditions of the recognition orders and to resolve outstanding issues and concerns raised by the securities regulatory authorities and the Competition Bureau. However, there can be no assurance that the terms and conditions of the recognition orders will not result in a Material Detriment or that remedies short of a Material Detriment will address the issues and concerns raised by the securities regulatory authorities and the Commissioner of Competition. As a result, there can be no assurance that the required regulatory approvals will be obtained.

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, and the Notice of Extension dated February 24, 2012.