Maple and TMX Group Announce Completion of Offer

Maple and TMX Group Announce Completion of Offer

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  • 80% of outstanding TMX Group shares acquired under Maple offer
  • Maple renamed TMX Group Limited

TORONTO, Aug. 10, 2012 /CNW/ – TMX Group Limited, formerly Maple Group
Acquisition Corporation (“Maple”), and TMX Group Inc. (“TMX Group”)
today announced the expiry of the deposit extension period in respect
of Maple’s offer to acquire up to 80% of the TMX Group shares for $50
per share in cash. Approximately 95.4% of the outstanding TMX Group
shares have been deposited under the Maple offer. In accordance with
the terms of the offer, Maple has acquired 80% of the outstanding TMX
Group shares, and the remaining TMX Group shares deposited under the
Maple offer but not acquired by Maple will be returned to TMX Group
shareholders. All TMX Group shares that were not acquired by Maple
under the offer will be exchanged for shares of Maple on a one-for-one
basis pursuant to the subsequent arrangement, as described below.

In addition, Maple was formally renamed TMX Group Limited today, as
previously disclosed.

Tom Kloet, Chief Executive Officer of Maple and TMX Group said:

“Our shareholders have overwhelmingly supported the transaction. Work
is underway to identify and achieve synergies as well as to chart a
path forward for the combined enterprise that serves all participants
and clients across Canada and worldwide. A successful integration with
tight operational execution combined with innovative product and
solution development are our foremost priorities.”

Further Details

Approximately 87.2% of the outstanding TMX Group shares were deposited
under the Full Deposit Election made available under the offer, and
approximately 8.2% of the outstanding TMX Group shares were deposited
under the Minimum Deposit Election.

Since more than 70% of the outstanding TMX Group Shares have been
deposited under the offer under the Full Deposit Election, TMX Group
Shares deposited under the Minimum Deposit Election will be returned to
TMX Group shareholders.

In addition, since more than 80% of the outstanding TMX Group shares
have been deposited under the offer under the Full Deposit Election,
the number of TMX Group shares to be acquired for $50 cash per TMX
Group share has been pro-rated as follows: approximately 91.7% of the
TMX Group shares subject to Full Deposit Elections have been acquired
for $50 in cash per share, with the remaining approximately 8.3% of the
TMX Group shares deposited under such election being returned to the
depositing TMX Group shareholders. As an example, a registered TMX
Group shareholder that deposited 1000 TMX Group shares under the Full
Deposit Election will receive $45,850 in cash (not taking into account
any applicable taxes) and have returned to it 83 TMX Group shares.
Those TMX shares will be exchanged for Maple shares on a one-for-one
basis upon completion of the subsequent arrangement.

Shareholders should expect to receive cash payment through the
appropriate intermediaries during the week of August 13, 2012. Any TMX
Group shares deposited but not acquired under the Maple offer
(including those deposited under the Minimum Deposit Election) will be
returned to the depositing TMX Group shareholders.

Maple will use its best efforts to complete the subsequent arrangement
within 35 days following expiry of the deposit extension period. The
subsequent arrangement is a share exchange transaction pursuant to a
court-approved plan of arrangement under which the remaining TMX Group
shares held by TMX Group shareholders (other than Maple) will be
exchanged for common shares of Maple on a one-for-one basis. Such plan
of arrangement will be subject to court approval following a hearing by
the court on its fairness to TMX Group shareholders. As more than
two-thirds of the outstanding TMX Group shares have been acquired by
Maple, shareholder approval of the subsequent arrangement is assured. A
management information circular in respect of the subsequent
arrangement is expected to be filed and mailed to TMX Group
shareholders shortly and the shareholder meeting to consider the
subsequent arrangement is scheduled to be held on September 12, 2012.
Assuming the required shareholder and court approvals are obtained, the
proposed closing date of the subsequent arrangement is September 14,
2012
.

Maple, renamed TMX Group Limited, has received conditional approval to
list its shares on Toronto Stock Exchange following completion of the
subsequent arrangement. Listing of TMX Group Limited shares on Toronto
Stock Exchange is subject to the satisfaction of the applicable
conditions on or before October 2, 2012.

About TMX Group Limited (formerly 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 at that time. In addition, a new Board was
appointed for Maple, TMX Group and its principal operating
subsidiaries.

On August 1, 2012, Maple announced the completion of the acquisitions 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”). As a result of these
acquisitions, CDS and Alpha have become wholly-owned subsidiaries of
Maple.

On August 10, 2012, Maple was renamed TMX Group Limited.

About TMX Group Inc. (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, Beijing and Sydney. For more information about
TMX Group, visit our website at www.tmx.com. Follow TMX Group on Twitter at http://twitter.com/tmxgroup.

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 acquisition of TMX Group by Maple, and the
effects thereof, and the 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.

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 acquisition of
TMX Group and the acquisitions of 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 apply to the
business of Maple (including TMX Group, Alpha and CDS); 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 TMX Group 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 TMX GROUP INC.

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