Maple Group formally extends offer for TMX Group

Maple Group formally extends offer for TMX Group

PR Newswire

TORONTO, Oct. 31, 2011 /PRNewswire/ – This press release is issued pursuant to
United States securities laws. Further to the press release dated
October 30, 2011 announcing that TMX Group I
nc. and Maple Group Acquisition Corporation (Maple) have entered into a
support agreement in respect of Maple’s proposed acquisition of all of
the outstanding TMX Group shares pursuant to an integrated two-step
transaction valued at approximately $3.8 billion, Maple announced today
that it has formally extended its offer until 5:00 p.m. (Toronto time)
on January 31, 2012.

As of the close of trading on October 31, 2011, a total of approximately
27,025,421 TMX Group shares had been deposited under the Maple offer.

Additional details regarding the status of the Maple acquisition and the
support agreement will be available in a notice of extension and
variation that will be mailed shortly to TMX Group shareholders
concurrently with a directors’ circular of TMX Group setting forth its
reasons for its recommendation of the Maple acquisition and other
matters. These documents will also be filed on SEDAR and will also be
available at www.abetterexchange.com and www.tmx.com.

Information for U.S. Shareholders

The offer is being made for the securities of a Canadian company that
does not have securities registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”).
Accordingly, the offer is not subject to Section 14(d) of the U.S.
Exchange Act, or Regulation 14D promulgated by the U.S. Securities and
Exchange Commission (the “SEC”) thereunder. The offer is being
conducted in accordance with Section 14(e) of the U.S. Exchange Act and
Regulation 14E promulgated by the SEC thereunder (with settlement being
subject to a longer period than would typically apply for securities of
U.S. public companies).

The Maple shares to be issued to TMX Group shareholders (including U.S.
shareholders) other than Maple pursuant to the plan of arrangement have
not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”), or under the securities
law of any state or other jurisdiction of the
United States. The Maple shares to be issued pursuant to the plan of
arrangement will be issued in reliance upon the exemption from the
registration requirements of the U.S. Securities Act provided by
section 3(a)(10) thereof and only to the extent that corresponding
exemptions from the registration or qualification requirements of state
“blue sky” securities laws are available. The U.S. Securities Act
imposes restrictions on the resale of securities received pursuant to
the plan of arrangement by persons who are, or within 90 days before
the resale were, “affiliates” of Maple.

All dollar references in this press release are in Canadian dollars. On
October 31, 2011, the Bank of Canada noon rate of exchange for U.S.
dollars was CDN. $1.00 – U.S. $
1.0065.

Notice to Shareholders in the United Kingdom and European Economic Area

The offer is only being made within the European Economic Area (“EEA”)
pursuant to an exemption under Directive 2003/71/EC (together with any
applicable adopting or amending measures in any relevant member state
(as defined below), the “Prospectus Directive”), as implemented in each
member state of the EEA (each, a “relevant member state”), from the
requirement to publish a prospectus that has been approved by the
competent authority in that relevant member state and published in
accordance with the Prospectus Directive as implemented in that
relevant member state or, where appropriate, approved in another
relevant member state and notified to the competent authority in that
relevant member state, all in accordance with the Prospectus
Directive. Accordingly, in the EEA, the offer and documents or other
materials in relation to Maple shares are only addressed to, and are
only directed at, (a) qualified investors in a relevant member state
within the meaning of Article 2(1)(e) of the Prospectus Directive, as
adopted in the relevant member state, and (b) persons who hold, and
will tender, the equivalent of at least €50,000 worth of TMX Group
shares (collectively, “permitted participants”). These documents may
not be acted or relied upon by persons in the EEA who are not permitted
participants.

With reference to the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”), the offer
and any materials in relation to Maple shares is only directed at
persons in the United Kingdom that are (a) investment professionals
falling within Article 19(5) of the Order or who fall within Article
49(2)(a) to (d) of the Order; (b) holders of TMX Group shares at the
time of communication of the offer and such materials; or (c) persons
to whom they may otherwise lawfully be communicated (collectively,
“relevant persons”). In the United Kingdom, Maple shares are only
available to, and the offer may only be accepted by, relevant persons
who are also permitted participants, and as such, any investment or
investment activity to which this document relates is available only
to, and may be relied upon only by, relevant persons who are also
permitted participants.

About Maple Group Acquisition Corporation

Maple Group Acquisition Corporation is a corporation whose investors
comprise 13 of Canada’s leading financial institutions and pension
funds. The investors in Maple are: Alberta Investment Management
Corporation, Caisse de d pôt et placement du Qu bec, Canada Pension
Plan Investment Board, CIBC World Markets Inc., Desjardins Financial
Group, Dundee Capital Markets Inc., Fonds de solidarit des
travailleurs du Qu bec (F.T.Q.), GMP Capital Inc., National Bank
Financial Inc., Ontario Teachers’ Pension Plan, Scotia Capital Inc., TD
Securities Inc. and The Manufacturers Life Insurance Company. For more
information on Maple Group, visit www.abetterexchange.com.

SOURCE Maple Group Acquisition Corporation

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