Maple Group and TMX Group Announce Progress at OSC and AMF

PR Newswire

TORONTO, March 15, 2012

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TORONTO, March 15, 2012 /PRNewswire/ – Maple Group Acquisition Corporation
(“Maple”), a corporation whose investors comprise 13 of Canada’s
leading financial institutions and pension funds, and TMX Group (TSX:
X), today welcomed important new developments from both the Ontario
Securities Commission (“OSC”) and the Autorit des march s financiers
(“AMF”).

The OSC has informed Maple that it has requested that its staff develop
draft recognition orders with detailed terms and conditions. The OSC
will publish the draft orders for a 30-day public comment period prior
to making a final decision on the recognition orders. This follows an
extensive review by the OSC of the proposed combination of TMX Group,
CDS and Alpha.

The AMF announced today that it intends to approve Maple’s proposed
integrated acquisition transaction. The AMF has indicated that it is
satisfied that the conditions that it intends to impose on Maple and
its subsidiaries will adequately address the issues raised previously
by the AMF. This also follows an extensive review by the AMF of Maple’s
proposed transaction.

Speaking on behalf of Maple, Luc Bertrand said, “While the transaction
remains subject to OSC, AMF and other approvals, these developments
move us closer to fulfilling our vision to create an integrated
exchange and clearing group that can deliver significant benefits to
Canada and participants in Canada’s capital markets.”

Tom Kloet, Chief Executive Officer, TMX Group, said, “This combination
will enhance our ability to contribute to the growth of Canada’s
capital markets at a faster pace and enhance Canada’s standing as a
financial centre by maximizing our ability to compete and win in the
international arena. We look forward to continuing to work with Maple
to obtain the regulatory approvals needed to proceed with this
transaction.”

Maple and TMX Group are committed to the transaction and are working
diligently to obtain the required regulatory approvals, which include
approvals by the OSC, AMF, Alberta Securities Commission, British
Columbia Securities Commission and the Competition Bureau. To this end,
in addition to the discussions Maple and TMX Group will have with
securities regulators regarding the draft recognition orders, they will
continue their efforts to address the serious concerns previously
raised by the Competition Bureau.

Given the developments made public today, it is apparent that the offer
for TMX Group will not be completed by the April 30, 2012 outside date.
Maple and TMX Group are therefore 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.

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.

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, and the Notice of Extension dated February 24, 2012.
These documents are also available at www.abetterexchange.com.

About Maple Group Acquisition Corporation

The investors in Maple Group Acquisition Corporation are: Alberta
Investment Management Corporation, Caisse de d p