Maple and TMX Group Announce Extension of Offer to TMX Group Shareholders to July 31, 2012

Maple and TMX Group Announce Extension of Offer to TMX Group Shareholders to July 31, 2012

Canada NewsWire

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TORONTO, May 31, 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 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 Tuesday, July 31, 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further extended or withdrawn.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.

If all required regulatory approvals are obtained prior to July 31,
2012
, Maple expects to be in a position to take up TMX Group shares
deposited under the offer on July 31, 2012, subject to the satisfaction
of the minimum tender condition and the satisfaction or waiver of the
other conditions of the offer. Maple is also seeking to complete the
proposed acquisitions of Alpha Trading Systems Inc. and Alpha Trading
Systems Limited Partnership (collectively, “Alpha”) and The Canadian
Depository for Securities Limited (“CDS”) concurrently with or as soon
as possible following the completion of 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, the Notice of Change and
Extension dated May 3, 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 current extension of the offer. These documents are, or
in the case of the further extension of the offer announced today will
be, also available at www.abetterexchange.com.

Additional Information

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 regulators
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 continue to work to settle the terms and conditions of the
required recognition orders 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.

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 30, 2012, the Bank of Canada noon rate of exchange for U.S. dollars
was CDN. $1.00 – U.S. $0.9722.

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 may include, 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.

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 acquisitions of TMX
Group, Alpha Group and CDS, including obtaining required regulatory
approvals; the extension of the outside date under the support
agreement and the acquisition governance agreement beyond July 31,
2012
; 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

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