Maple Group Acquisition Corporation ("Maple"), a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds, and TMX Group Inc. ("TMX Group") (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of 80% of the shares of TMX Group to 5:00p.m. (Eastern Time) on Tuesday, July 31, 2012, unless further extended or withdrawn.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.
If all required regulatory approvals are obtained prior to July 31, 2012, 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. Maple is also seeking to complete the proposed acquisitions of Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha") and The Canadian Depository for Securities Limited ("CDS") concurrently with or as soon as possible following the completion of the Maple offer.
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 to be filed by Maple on SEDAR and mailed to TMX Group's shareholders in respect of the current extension of the offer. These documents are, or in the case of the further extension of the offer announced today will be, also available at abetterexchange.com.
Additional Information
As previously disclosed, under the support agreement with TMX Group, Maple has agreed to use commercially reasonable efforts to obtain all required regulatory approvals, including from the securities regulators 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 continue to work to settle the terms and conditions of the required recognition orders and to resolve outstanding issues and concerns raised by securities regulators and the Commissioner of Competition. However, there can be no assurance that the terms and conditions of such final 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 securities regulators and the Commissioner of Competition. As a result, there can be no assurance that the required regulatory approvals will be obtained.