TMX shareholders approve Maple takeover

Source: Maple

Maple Group Acquisition Corporation ("Maple") and TMX Group Inc. ("TMX Group") today announced that all of the conditions to Maple's offer to acquire up to 80% of the TMX Group shares for $50 per share in cash (including the receipt of all regulatory approvals) have been satisfied of the initial expiry of the Maple offer at 5:00 p.m. (Eastern time) on July 31, 2012.

Approximately 91% of the outstanding TMX Group shares have been deposited under the offer, satisfying the minimum tender condition. Maple has taken up all TMX Group shares deposited under the offer in accordance with the terms thereof, and the offer has been further extended for an additional 10-day period until 5:00 p.m. (Eastern time) on August 10, 2012 (the "deposit extension period"). The purpose of the deposit extension period is to provide those TMX Group shareholders that have not yet deposited their TMX Group shares under the offer an opportunity to receive cash in respect of a portion of their TMX Group shares.

A new Board of Directors has been appointed for Maple, TMX Group and its principal operating subsidiaries, and the new Board will name TMX Group officers as officers of Maple. As disclosed in Maple's Notice of Change of Information filed on SEDAR on July 19, 2012, Chuck Winograd will serve as the Chair of the Maple Board and the TMX Group Board, and Tom Kloet will serve as Chief Executive Officer of both Maple and TMX Group, in addition to serving on the Boards of Maple and TMX Group.

In addition to Mr. Winograd and Mr. Kloet, the other Directors, as disclosed in Maple's Notice of Change of Information dated July 19, 2012, are: Luc Bertrand, Denyse Chicoyne, Marie Giguère, George Gosbee, William Hatanaka, Harry Jaako, William Linton, Jean Martel, William T. Royan, Gerri Sinclair, Kevin Sullivan, Anthony Walsh, Eric M. Wetlaufer, and Tom Woods.
Maple intends to complete the acquisitions of Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha") and The Canadian Depository for Securities Limited ("CDS") on August 1, 2012. As previously announced, Maple will be renamed "TMX Group Limited" on August 10, 2012.

Mr. Winograd made the following comment: "It is a privilege to be invited to serve as Chair and to help guide this great institution forward. In addition to being a successful business with interesting growth opportunities, TMX Group plays a central role in Canada's capital markets and has an important public interest mandate. I look forward to working with my fellow directors, Tom Kloet and the management team, to advance the company's goals and enhance its contribution to the success of Canada's public capital markets."

Mr. Kloet added: "TMX Group is pleased with today's outcome. Tomorrow, we will welcome employees from CDS and Alpha to our organization and together we will build an even stronger, more competitive company. We are excited by the opportunities before us and are committed to serving all of our clients with excellence and innovation in the months and years ahead."

"I would also like to take this opportunity to thank our departing directors for their years of service to TMX Group and for their guidance and direction throughout this process. I would particularly like to thank Wayne Fox. For over 15 years, 11 of them as Chair, he provided leadership and direction to a number of CEOs and helped guide this company through several important milestones. I am personally grateful to him for his counsel and partnership over my time at TMX Group and throughout the process that we have just concluded. I look forward to working with the new Board, which includes new and continuing Directors, to advance the company's objectives."

Speaking on behalf of Maple investors, Luc Bertrand said: "We are very pleased with the level of support that shareholders have shown for this transaction as well as for the integrated exchange and clearing business proposition we have put forward. We also thank the Canadian regulatory authorities for their rigour and diligence in reviewing our proposal. The company will move forward with a new Board that represents a cross-section of experience and knowledge reflecting the importance of the company across the Canadian capital marketplace and the commitments made to regulatory authorities. I look forward to serving with my fellow Directors and to contributing to TMX Group's future success."

Further Details
The Maple offer remains open for deposits until the expiry of the deposit extension period at 5:00 p.m. (Eastern time) on August 10, 2012. Any TMX Group shareholder that wishes to receive cash consideration for a portion of their TMX Group shares must deposit their shares under the offer prior to such time and select the "Full Deposit Election" in respect of such shares, failing which those TMX Group shares will be acquired in exchange for Maple shares on a one-for-one basis pursuant to the subsequent arrangement, as described below.

Of the deposited TMX Group shares, approximately 83% of the outstanding TMX Group shares were deposited under the Full Deposit Election made available under the offer, and approximately 8% of the outstanding TMX Group shares were deposited under the "Minimum Deposit Election".

Since more than 70% of the outstanding TMX Group Shares have been deposited under the offer under the Full Deposit Election, no TMX Group Shares deposited under the Minimum Deposit Election will be acquired under the Offer.

In addition, since more than 80% of the outstanding TMX Group shares have been deposited under the offer under the Full Deposit Election, the number of TMX Group shares to be acquired for $50 cash per TMX Group share will be pro rated at the expiry of the deposit extension period. If the applicable pro ration factor to be applied at the expiry of the deposit extension period had been applied to the TMX Group shares deposited as of 5:00 p.m. on July 31, 2012, approximately 96% of the TMX Group shares subject to Full Deposit Elections would have been acquired for $50 in cash per share, with the remaining approximately 4% of the TMX Group shares deposited under such election being returned to the depositing TMX Group shareholders and exchanged for Maple shares on a one-for-one basis upon completion of the subsequent arrangement described below. However, such percentages will not be finalized until the expiry of the deposit extension period and will vary to the extent that any additional TMX Group shares are deposited under the offer under the Full Deposit Election during the deposit extension period.

Upon expiry of the deposit extension period, Maple will apply the applicable pro-ration factor to TMX Group shares deposited prior to such time under the Full Deposit Election and pay for those TMX Group shares that are to be acquired. Shareholders should expect to receive payment through the appropriate intermediaries during the week of August 13, 2012. Any TMX Group shares deposited but not acquired under the Maple offer (including those deposited under the Minimum Deposit Election) will be returned to the depositing TMX Group shareholders and, together with all TMX Group shares not tendered to the Maple offer, will be exchanged for Maple shares on a one-for-one basis upon completion of the subsequent arrangement described below.

Maple will use its best efforts to complete the subsequent arrangement within 35 days following expiry of the deposit extension period. The subsequent arrangement is a share exchange transaction pursuant to a court-approved plan of arrangement under which the remaining TMX Group shares held by TMX Group shareholders (other than Maple) will be exchanged for common shares of Maple on a one-for-one basis. Such plan of arrangement will be subject to court approval following a hearing by the court on its fairness to TMX Group shareholders. As at least two-thirds of the outstanding TMX Group shares will be acquired by Maple at the expiry of the deposit extension period, the applicable shareholder approvals for the subsequent arrangement are assured. A management information circular in respect of the subsequent arrangement is expected to be filed and mailed to TMX Group shareholders shortly following the expiry of the deposit extension period, and the shareholder meeting to consider the subsequent arrangement is scheduled to be held on September 12, 2012.
Maple has received conditional approval to list the Maple shares on Toronto Stock Exchange following completion of the subsequent arrangement. Listing of the Maple shares on Toronto Stock Exchange is subject to the satisfaction of the applicable conditions on or before October 2, 2012.

Deposit Instructions
Shareholders who have not previously deposited their TMX Group shares and wish to receive cash for a portion of their TMX Group shares must tender their TMX Group shares under the offer prior to the expiry of the deposit extension period and make the "Full Deposit Election" under the offer. Shareholders who would prefer to receive Maple shares for their TMX Group shares need not take any further action at this time.

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 Group shares on your behalf to Maple's offer prior to 5:00 p.m. (Eastern time) on August 10, 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 August 10, 2012. 

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