Canadian Competition Bureau clears proposed Maple takeover of TMX

Source: TMX

Maple Group Acquisition Corporation ("Maple") and TMX Group Inc. ("TMX Group") (TSX:X) today announced the receipt of a No Action Letter from the Competition Bureau, granting its clearance for Maple's proposed transactions to proceed.

The No Action Letter confirms that, following an extensive review of the Maple proposal, and in light of the Ontario Securities Commission's ("OSC") recognition orders finalized today, the Bureau does not, at this time, intend to challenge the proposed transactions before the Competition Tribunal under the merger provisions of the Competition Act.

The No Action Letter follows the approval by the OSC of final recognition orders with respect to Maple's proposed acquisition of TMX Group, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha") and The Canadian Depository for Securities Limited ("CDS"). In a statement issued today, the Bureau noted that it had conducted its own review of the proposed transactions, and that the measures contained in the OSC's final recognition orders materially change the regulatory environment sufficiently to substantially mitigate the serious competition concerns the Bureau had previously communicated to Maple. As with all transactions that receive a No Action Letter, the Competition Act provides a one year period following completion of the transaction during which the Commissioner of Competition may bring the matter before the Competition Tribunal.

The No Action Letter does not impose any conditions or restrictions on Maple and hence the Competition Bureau's clearance is acceptable to Maple.

Maple and TMX Group also today announced that the Autorité des marchés financiers ("AMF") is publishing a final recognition order regarding Maple's proposed acquisition of CDS. If the AMF's CDS order is published in its expected form, Maple would accept it. This follows the publication by the AMF of final recognition orders with respect to Maple's proposed acquisition of TMX Group and Alpha on May 3, 2012. Combined, these orders provide the terms under which the AMF will permit Maple to operate a combined exchange and clearing group.

Speaking on behalf of Maple, Luc Bertrand said, "Competition Btition Bureau clearance and publication of AMF and OSC recognition orders are major milestones in the progress of our transactions. This progress reflects our commitment to ensuring that our proposed business reflects the interests of all participants in the Canadian capital markets. We look forward to receiving the remaining regulatory approvals."

Tom Kloet, Chief Executive Officer, TMX Group said, "We made important progress today after months of hard work with both the Bureau and provincial securities regulators across Canada. We look forward to obtaining the outstanding approvals and to the important work ahead to create a globally competitive exchange group with strong prospects for growth and international expansion."

Regulatory status

As noted in a press release issued by Maple and TMX Group this morning, the OSC approved final recognition orders with respect to Maple's proposed acquisition of TMX Group, Alpha and CDS. These orders were published by the OSC earlier today.

Maple's proposed transaction and undertakings are under ongoing review by the British Columbia Securities Commission ("BCSC") and the Alberta Securities Commission ("ASC"). As previously disclosed:

The BCSC's public comment period with respect to Maple's proposed acquisition of TMX Group and related transactions closed June 22, 2012. Maple continues to discuss proposed terms for the BCSC's recognition orders for TSX Venture Exchange and CDS.
The ASC expects to amend and restate its recognition orders for TSX Venture Exchange and Natural Gas Exchange in accordance with Maple's application, with additional provisions in the Natural Gas Exchange order to address conflicts of interest and subject to its review of the BCSC's proposed recognition order for TSX Venture Exchange.

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 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 continue to work to settle the terms and conditions of the remaining recognition orders and to resolve outstanding issues and concerns raised by the BCSC and ASC. However, there can be no assurance that the terms and conditions of the remaining 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 those securities regulatory authorities. As a result, there can be no assurance that the required regulatory approvals will be obtained.

Offer to TMX Group shareholders

Maple's offer to acquire a minimum of 70% and a maximum of 80% of the shares of TMX Group for $50 in cash per share is open until 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.

As previously disclosed, 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 and CDS concurrently with or as soon as possible following the completion of the Maple offer.

TMX Group shareholders are encouraged to immediately deposit their shares to the Maple offer:

Beneficial shareholders - If your TMX Group shares are held in a brokerage account or otherwise through an intermediary, you must contact your broker/intermediary immediately and advise them of your instructions for depositing your TMX Shares on your behalf to Maple Group's Offer prior to 5:00 p.m. (Eastern time) on July 31, 2012.

Registered Shareholders (who have a physical certificate in their name) - If your TMX Group shares are held in your own name, please complete the Letter of Transmittal (printed on GREEN paper) and deposit it along with your share certificate in the enclosed envelope to the Depositary - Computershare Investor Services Inc. - along with all other documents required by the instructions set out in the Letter of Transmittal prior to 5:00 p.m. (Eastern time) on July 31, 2012.

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