Maple extends TMX offer to 30 April

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.

Today's announcement follows progress announced by Maple and TMX Group on March 15, 2012 that the Autorité des marchés financiers ("AMF") intends to approve the Maple transaction and that the Ontario Securities Commission ("OSC") has informed Maple that it has requested its staff to develop draft recognition orders with detailed terms and conditions required by the OSC. The draft orders will be published for a 30-day public comment period in the near future.

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.

Given the current status of the regulatory approvals, it is apparent that the offer will not be completed by April 30, 2012, which is the outside date under the support agreement between Maple and TMX Group, and the expiry date under the acquisition governance agreement between the Maple investors and the debt facilities committed to Maple to fund the Maple transaction. The Maple investors are in active negotiations among themselves and with Alpha and the Canadian Depository for Securities Limited ("CDS") and certain other shareholders of Alpha and CDS, but have not yet reached agreement among themselves, or as applicable with Alpha and CDS and those other shareholders, as to the price or terms of these acquisitions. Under the support agreement Maple agreed to use commercially reasonable efforts to enter into definitive agreements for the acquisition of Alpha and CDS prior to the completion of the Maple offer. Under the acquisition governance agreement between the Maple investors, each Maple investor has also agreed to use commercially reasonable efforts to pursue and effect the acquisitions concurrently with or as soon as practicable following completion of the Maple offer, including to negotiate in good faith the price and other terms and conditions of those acquisitions.

In considering any further extensions of the offer beyond April 30, 2012, Maple will review and assess the progress of its discussions with securities regulators and the Competition Bureau in respect of the regulatory approvals, its discussions with Alpha, CDS and their securityholders in respect of the acquisitions of Alpha and CDS, as well as all other circumstances affecting the Maple transaction. It is Maple's current intention to further extend the offer on or before April 30, 2012 if Maple is satisfied with those matters. Therefore, as announced on March 15, 2012, Maple and TMX Group are 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. However, there can be no assurance at this time that the offer will be further extended.

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 Change and Extension dated October 31, 2011, the Notice of Extension dated January 31, 2012, the Notice of Extension dated February 24, 2012, and a further Notice of Extension to be filed by Maple on SEDAR and mailed to TMX Group's shareholders in respect of the extension of the offer announced today. These documents are also available at abetterexchange.com.