TORONTO, May 3, 2012 /CNW/ – 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 noted that the Ontario Securities
Commission (“OSC”), and the Autorit des march s financiers (“AMF”)
have published draft and final recognition orders and notices of public
comment with respect to Maple’s proposed acquisition of TMX Group and
related transactions.

The OSC is asking for public comment on whether or not the recognition
orders and the terms and conditions proposed by the OSC in respect of
Maple’s proposed acquisition of TMX Group and The Canadian Depository
for Securities Limited (“CDS”) constitute an appropriate basis on which
to conclude that these acquisitions are in the public interest. The
OSC’s notice invites public comment for a 30-day period ending June 4,
2012.

The AMF’s final orders reflect the terms and conditions which the AMF
has determined address the main public interest issues referred to in
the AMF’s Notice of Public Consultation dated October 7, 2011. These
orders give the AMF’s approval to Maple’s acquisition of TMX Group, and
indirectly Montreal Exchange Inc. and the Canadian Derivatives Clearing
Corporation, and, subject to final approval, Maple’s acquisition of
Alpha Trading Systems Inc. and Alpha Trading Limited Partnership
(collectively, “Alpha”). In addition, the AMF has published a notice
for public comment with respect to its proposed recognition order
relating to Maple’s proposed acquisition of CDS. The AMF’s notice
invites public comment for a 30-day period ending June 4, 2012.

These draft and final orders are the result of extensive consultation by
the OSC and AMF with Maple, TMX Group, CDS, market participants, and
other regulators – including the Bank of Canada and the Competition
Bureau. If these orders are finalized as published, Maple will accept
them.

The OSC’s proposed recognition order for Maple also confirms and
clarifies the OSC’s extensive ongoing regulatory oversight of equities
trading and clearing and settlement activities, including provisions
with respect to equities trading fees. These provisions include
prohibitions, obligations and approval requirements that are designed
to ensure that the Canadian capital market remains open and competitive
for all participants, and that the interests of all participants in
Canada’s capital markets are respected. As well, the AMF’s recognition
orders confirm and clarify the AMF’s extensive ongoing regulatory
oversight of derivatives trading and clearing and settlement
activities.

The draft and final orders provide important changes in areas such as:
independent governance of Maple (as successor parent to TMX Group) as
well as fair, meaningful and diverse representation on the Board of
Maple; restrictions designed to ensure competitive equities markets;
independent governance of CDS; and access to and fees for CDS clearing
and depository services. Maple believes the binding commitments to the
structure of the transaction and the regulatory landscape, as reflected
in the orders, represent substantial changes to the initial proposal in
respect of which the Competition Bureau expressed serious concerns.

Maple understands that each of the Alberta Securities Commission (“ASC”)
and British Columbia Securities Commission (“BCSC”) also intends to
publish notices with respect to the Maple transaction.

Speaking on behalf of Maple, Luc Bertrand said, “The recognition orders
set out a clear and binding framework that will ensure we maintain open
and vibrant exchanges with strong governance, fair and reasonable
clearing and depository fees and strong ongoing regulatory oversight.
The publication of these orders marks the culmination of an extensive
and detailed review process. We look forward to finalizing these
matters and implementing our vision for an integrated and more globally
competitive exchange in Canada.”

Tom Kloet, Chief Executive Officer, TMX Group said, “After much work and
a stringent regulatory review process, we believe that the orders
published today set out a balanced framework that ensures strong
regulatory oversight and accountability following the Maple
transaction. We look forward to making an even broader contribution to
the growth and success of Canada’s capital markets through new
capabilities, enhanced offerings and increased efficiency.”

Strong Governance, Open Access and Fair and Reasonable Pricing for CDS

As detailed in the recognition orders, Maple has committed to maintain
strong governance, open access for all market participants, fair and
reasonable pricing, and strong regulatory oversight for CDS.

With respect to CDS fees, pursuant to the Maple proposal, the following
fee model will be implemented for core CDS clearing, settlement and
depository services:

• CDS will maintain the 29 percent fee reduction announced by CDS for 2012
  and will not seek approval for an increase in those fees unless there
  is a significant change in current circumstances;
• starting November 1, 2012 CDS will share any annual revenue increases on
  clearing and other core CDS services, as compared to revenues in fiscal
  year 2012, on a 50/50 basis with participants; and
• CDS will also rebate an additional amount to participants in respect of
  on-exchange clearing services each year, starting at $2.75 million in
  2013 and growing to $4 million annually by 2016.

As a result, Maple expects that on-exchange clearing fees will be lower
under Maple’s proposed pricing model than they would be under the
status quo, assuming clearing volumes are consistent with CDS
management projections.

Under the draft OSC order for CDS and as indicated in the AMF notice,
both the OSC and the AMF must also approve fees for any new CDS
services and changes to fees for any existing services. Accordingly,
both the OSC and AMF orders for CDS will ensure that CDS fees will
remain fair and reasonable in the context of the Canadian capital
markets and trends relating to comparable services offered by clearing
houses worldwide.

Additional Information About the Recognition Orders and Maple’s
Commitments

Maple’s proposed pricing model for clearing and depository services and
other Maple commitments referenced in this press release are outlined
in a briefing document that will be available at www.abetterexchange.com and www.tmx.com. The draft OSC and final AMF recognition orders, and the AMF’s and
OSC’s notices and request for comments, are available on the respective
OSC and AMF websites.

Recent Developments

As disclosed on April 27, 2012, Competition Bureau staff have provided
an update to Maple and TMX Group regarding the status of the
Competition Bureau’s review of the Maple transaction. Staff advised
Maple and TMX Group that, while the Competition Bureau has an
independent mandate and will complete its own review, it has provided
views and input to the OSC for its consideration relating to the
potential impact of the Maple transaction on competition. In that
context, Competition Bureau staff advised that it is possible that
measures contained in the draft OSC recognition orders, if finalized
and enforced, may materially change the regulatory environment such
that the Competition Bureau’s previously articulated serious concerns
may be substantially mitigated. Staff of the Competition Bureau have
emphasized that the Bureau would consider both the published draft
orders and any finalized orders, and that a final decision would not be
made until it had completed its process.

As previously disclosed, 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. Although the draft and final recognition orders published by
the OSC and the AMF are in a form that Maple will accept, it is
possible that the OSC final orders may differ from the draft orders. In
addition, Maple will continue to work to settle the terms and
conditions of the additional required recognition orders, including the
recognition orders required from the OSC to reflect the acquisition by
Maple of Alpha and any exemptions from recognition that the AMF may
require in respect of Maple as a result of that acquisition, the
recognition order required from the AMF in respect of CDS and
applicable recognition orders required from the ASC and BCSC, and to
resolve outstanding issues and concerns raised by securities regulators
and the Commissioner of Competition. However, there can be no assurance
that the terms and conditions of such final 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 securities
regulators and the Commissioner of Competition. As a result, there can
be no assurance that the required regulatory approvals will be
obtained.

On April 30, 2012, Maple and TMX Group announced agreements for the
acquisition by Maple of CDS and Alpha. These agreements include
commitments from sufficient numbers of beneficial holders of securities
of CDS, and outstanding equity interests in Alpha, to allow Maple to
complete the proposed acquisitions of CDS and Alpha concurrently with
or as soon as practicable following the completion of the Maple offer
for TMX Group shares, subject to the satisfaction of customary terms
and conditions, including the receipt of all necessary regulatory
approvals, and, in the case of CDS, to CDS board approval of the
amalgamation agreement and subsequent ratification of the CDS
amalgamation agreement at a CDS shareholders’ meeting.

As also announced on April 30, 2012, 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 has been extended to 5:00p.m. (Eastern Time) on Thursday, May
31, 2012. Maple expects to have further information about the timing
for receipt of potential final regulatory approvals by May 31, 2012, at
which time it expects to further extend its offer to the date on which
it expects to take up shares of TMX Group under the offer. Maple has
agreed under its support agreement with TMX Group to continue to extend
the expiry date of the offer until July 31, 2012 if necessary to obtain
the required regulatory approvals. 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 TMX Group shareholders accept
and tender their shares under the Maple offer.

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, the Notice of Extension dated February 24, 2012, the
Notice of Extension dated March 30, 2012, and a further Notice of
Change and Extension to be filed by Maple on SEDAR and mailed to TMX
Group’s shareholders in respect of the extension of the offer announced
April 30, 2012, and the developments announced today. These documents
are, or in the case of the further extension of the offer announced
April 30, 2012 will be, 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
May 2, 2012, the Bank of Canada noon rate of exchange for U.S. dollars
was CDN. $1.00 – U.S. $1.0110.

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. TMX Group has not had access to
confidential information relating to Alpha Group, including the terms
of the Alpha shareholder agreement. To the extent the information in
this document relates to Alpha Group, TMX Group is relying on Maple for
the accuracy of that information. This document provides a summary of,
and is entirely qualified by, the draft and final recognition orders of
the OSC and AMF (available on the OSC and AMF websites, respectively)
and the more detailed information that is set out in the notice of
extension of Maple to be dated May 3, 2012 and mailed to TMX Group
shareholders (that will be filed on SEDAR at www.sedar.com and on Maple’ website at www.abetterexchange.com).

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; costs of on-exchange clearing and
depository services, trading volumes (which could be higher or lower
than estimated) and revenues; 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 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.

SOURCE Maple Group Acquisition Corporation