Maple Announces Completion of Acquisitions of CDS And Alpha

Maple Announces Completion of Acquisitions of CDS And Alpha

Canada NewsWire

TORONTO, Aug. 1, 2012 /CNW/ – Maple Group Acquisition Corporation
(“Maple”), to be renamed TMX Group Limited on August 10, 2012, today
announced the completion of the acquisition by Maple of each of The
Canadian Depository for Securities Limited (“CDS”) and of Alpha Trading
Systems Inc. and Alpha Trading Systems Limited Partnership
(collectively, “Alpha”).

This follows the announcement by Maple and TMX Group on July 31, 2012
that all conditions to Maple’s offer to acquire up to 80% of the shares
of TMX Group Inc. (“TMX Group”) had been satisfied and that Maple had
taken up all of the TMX Group shares deposited under the offer. Maple
will, upon expiry of the deposit extension period under the offer,
acquire a total of 80% of the TMX Group shares.

Maple has acquired CDS for an aggregate consideration of $167.5 million.
The CDS amalgamation agreement was ratified by shareholders at a
meeting on July 31, 2012. The aggregate consideration paid by Maple for
the acquisition of Alpha is $175 million, pending conclusion of the
previously disclosed arbitration proceedings to be completed in respect
of certain Alpha securityholders, which may result in an additional
amount being payable to the applicable holders in excess of the amount
already paid to them.

Tom Kloet, Maple and TMX Group CEO, said: “We welcome the teams and
businesses to our group of companies and look forward to working with
them on expanding the suite of products and services we offer.”

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 and CDS, and the effects thereof, the anticipated benefits and
synergies from the Alpha and CDS transactions and other statements
other than historical facts. Forward-looking information, including
forward-looking information relating to targeted cost synergies, is
being provided to help demonstrate the benefits of the Alpha and CDS
transactions, but readers are cautioned that such information may not
be appropriate for other purposes. TMX Group has not had access to
confidential information relating to Alpha, including the terms of the
Alpha shareholder agreement. To the extent the information in this
document relates to Alpha, 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
inability to successfully integrate TMX Group’s operations with those
of Alpha and CDS, including, without limitation, incurring and/or
experiencing unanticipated costs and/or delays or difficulties;
inability to reduce headcount, eliminate or consolidate contracts,
technology, physical accommodations or other operating expenses, and
the failure to realize the anticipated benefits from the acquisitions
of TMX Group, Alpha and CDS, including the fact that synergies are not
realized in the amount or the time frame anticipated or at all; the
regulatory constraints that will apply to the business of Maple upon
the initial take up of TMX Group shares under the Maple offer and
completion of the Alpha and CDS transactions; 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; changes in the level of capital investment;
and compliance with the ongoing covenants under Maple’s credit
facilities. 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, page 2 of Maple’s
January 31, 2012 Notice of Extension and page 30 of Maple’s July 19,
2012
Notice of Change of Information.

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.

About Maple Group Acquisition Corporation

On July 31, 2012, Maple announced that all of the conditions of its
offer to acquire TMX Group were satisfied and took up all shares
deposited under the offer. A new Board was then appointed for Maple,
TMX Group and its principal operating subsidiaries. Maple will be
renamed TMX Group Limited on August 10, 2012.

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, Alpha, The
Canadian Depository for Securities, Montreal Exchange, Canadian
Derivatives Clearing Corporation, Natural Gas Exchange, Boston Options
Exchange, 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, Beijing
and Sydney. For more information about TMX Group Inc., visit our
website at www.tmx.com. Follow TMX Group on Twitter at http://twitter.com/tmxgroup.

SOURCE TMX GROUP INC.

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