Maple Group and TMX Group announce extension of offer to TMX Group shareholders to April 30, 2012

Maple Group and TMX Group announce extension of offer to TMX Group shareholders to April 30, 2012

PR Newswire

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www.abetterexchange.com
www.tmx.com

TORONTO, March 30, 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 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 Monday, April 30, 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further extended or withdrawn.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.

Today’s announcement follows progress announced by Maple and TMX Group
on March 15, 2012 that the Autorit des march s financiers (“AMF”)
intends to approve the Maple transaction and that the Ontario
Securities Commission (“OSC”) has informed Maple that it has requested
its staff to develop draft recognition orders with detailed terms and
conditions required by the OSC. The draft orders will be published for
a 30-day public comment period in the near future.

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.

Given the current status of the regulatory approvals, it is apparent
that the offer will not be completed by April 30, 2012, which is the
outside date under the support agreement between Maple and TMX Group,
and the expiry date under the acquisition governance agreement between
the Maple investors and the debt facilities committed to Maple to fund
the Maple transaction. The Maple investors are in active negotiations
among themselves and with Alpha and the Canadian Depository for
Securities Limited (“CDS”) and certain other shareholders of Alpha and
CDS, but have not yet reached agreement among themselves, or as
applicable with Alpha and CDS and those other shareholders, as to the
price or terms of these acquisitions. Under the support agreement Maple
agreed to use commercially reasonable efforts to enter into definitive
agreements for the acquisition of Alpha and CDS prior to the completion
of the Maple offer. Under the acquisition governance agreement between
the Maple investors, each Maple investor has also agreed to use
commercially reasonable efforts to pursue and effect the acquisitions
concurrently with or as soon as practicable following completion of the
Maple offer, including to negotiate in good faith the price and other
terms and conditions of those acquisitions.

In considering any further extensions of the offer beyond April 30,
2012
, Maple will review and assess the progress of its discussions with
securities regulators and the Competition Bureau in respect of the
regulatory approvals, its discussions with Alpha, CDS and their
security holders in respect of the acquisitions of Alpha and CDS, as
well as all other circumstances affecting the Maple transaction. It is
Maple’s current intention to further extend the offer on or before
April 30, 2012 if Maple is satisfied with those matters. Therefore, as
announced on March 15, 2012, Maple and TMX Group are 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. However, there can be no assurance at this time that the
offer will be further extended.

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 Change and
Extension dated October 31, 2011, the Notice of Extension dated January
31, 2012
, the Notice of Extension dated February 24, 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 extension of the offer
announced today. 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 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 & Co. Inc., Ontario Teachers’ Pension Plan,
Scotia Capital Inc., TD Securities Inc. and The Manufacturers Life
Insurance Company.

About TMX Group (TSX-X)

TMX Group’s key subsidiaries operate cash and derivative markets for
multiple asset classes including equities, fixed income and energy.
Toronto Stock Exchange, TSX Venture Exchange, TMX Select, Montreal
Exchange, Canadian Derivatives Clearing Corporation, Natural Gas
Exchange, Boston Options Exchange (BOX), Shorcan, Shorcan Energy
Brokers, Equicom and other TMX Group companies provide listing markets,
trading markets, clearing facilities, data products and other services
to the global financial community. TMX Group is headquartered in
Toronto and operates offices across Canada (Montreal, Calgary and
Vancouver), in key U.S. markets (New York, Houston, Boston and Chicago)
as well as in London and Beijing. For more information about TMX Group,
visit our website at www.tmx.com.

This press release is not intended to and does not constitute or form
part of an offer or invitation to sell or purchase any securities, the
solicitation of an offer to buy or sell any securities or an offer to
exchange or otherwise acquire any securities, in any jurisdiction,
whether pursuant to the offer described in this press release or
otherwise. Maple’s Circular and related notices contain important
information and TMX Group shareholders are urged to read them carefully
before any decision is made with respect to the offer.

The distribution of this press release in jurisdictions other than
Canada may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than Canada should inform
themselves about, and observe, any applicable requirements. This press
release does not purport to comply with the laws of any non-Canadian
jurisdiction and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside Canada.

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 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.

All dollar references in this press release are in Canadian dollars. On
March 29, 2012, the Bank of Canada noon rate of exchange for U.S.
dollars was CDN. $1.00 – U.S. $1.0001.

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 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 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.

Caution Regarding Forward-Looking Information

This document contains “forward-looking information” (as defined in
applicable Canadian securities legislation). This information is based
on the current expectations, assumptions, projections, estimates and
other factors that the management of Maple believe to be relevant as of
the date of this document. This information is naturally subject to
uncertainty and changes in circumstances. The forward-looking
information contained in this document includes, but is not limited to,
statements relating to the proposed acquisition of TMX Group by Maple,
and the effects thereof, and the proposed subsequent combination with
Alpha Group and CDS, and the effects thereof, and other statements
other than historical facts.

Often, but not always, forward-looking statements and forward-looking
information can be identified by the use of the words “expect”, “will”,
“intend”, “estimate”, “may” and similar expressions. Forward-looking
statements are necessarily based upon a number of factors, estimates
and assumptions that, while considered reasonable by Maple, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Readers are cautioned that such
forward-looking statements and information involve known and unknown
risks, uncertainties and other factors that may cause the actual
financial results, performance or achievements of Maple and/or its
subsidiaries to be materially different from the estimated future
results, performance or achievements expressed or implied by those
forward looking statements and information, and the forward-looking
statements and information are not guarantees of future performance. In
addition to the risks identified in the press release, these risks,
uncertainties and other factors include, but are not limited to: the
satisfaction of the conditions to the proposed acquisition of TMX
Group, including obtaining required regulatory approvals; failure to
acquire Alpha Group or CDS; the inability to successfully integrate TMX
Group’s operations with those of Alpha Group and CDS, including,
without limitation, incurring and/or experiencing unanticipated costs
and/or delays or difficulties; future levels of revenues being lower
than expected or costs being higher than expected; conditions affecting
the industry; local and global political and economic conditions;
unforeseen fluctuations in trading volumes; competition from other
exchanges or marketplaces, including alternative trading systems and
new technologies, on a national and international basis; foreign
exchange rate fluctuations and interest rate fluctuations (including
from any potential credit rating decline); legal or regulatory
developments and changes; the outcome of any litigation; the impact of
any acquisitions or similar transactions; dependence on the economy of
Canada; competitive products and pricing pressures; success of business
and operating initiatives; failure to retain and attract qualified
personnel; failure to implement strategies; dependence on information
technology; dependence on adequate numbers of customers; risks
associated with clearing operations; inability to protect intellectual
property; the adverse effect of a systemic market event on the
derivatives business; risks associated with integrating the operations,
systems, and personnel of new acquisitions; dependence on market
activity that cannot be controlled and/or conditions in the securities
market that are less favourable than expected; and changes in the level
of capital investment. Other factors could also cause actual results to
differ materially from those in the forward-looking information. For
additional information on such risks, please consult “Risk Factors”
found on page 64 of Maple’s June 10, 2011 circular, and on page 2 of
Maple’s January 31, 2012 Notice of Extension.

Actual results, events, performances, achievements and developments are
likely to differ, and may differ materially, from those expressed or
implied by the forward-looking information contained in this document.
Maple and its investors make no representations as to present or future
value or the present or future trading price of any security, including
Maple shares.

Given these risks and uncertainties, investors should not place undue
reliance on forward-looking information as a prediction of actual
results. Neither Maple nor its investors nor any of their respective
affiliated companies undertakes any obligation to update or revise
forward-looking information, whether as a result of new information,
future events or otherwise, except to the extent legally required.

TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English
and Français) within North America, or outside North America at
416-867-2272 (collect calls accepted) or by e-mail at contactus@kingsdaleshareholder.com

SOURCE Maple Group Acquisition Corporation

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