MAPLE GROUP COMMENCES OFFER TO ACQUIRE TMX GROUP AS PART OF AN INTEGRATED TRANSACTION VALUED AT $3.7 BILLION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Offers to acquire 70% of TMX Group shares for $48 per share in cash, to
be followed by plan of arrangement to ensure continuing public
ownership stake of 40%
24% premium to May 12, 2011 implied value of LSE take-over plan
In order for Maple's superior transaction to proceed TMX Group
shareholders need to vote AGAINST the LSE take-over plan
Maple announces appointees to post-acquisition Board of Directors
Desjardins Financial Group, Dundee Capital Markets, GMP Capital and
Manulife Financial join Maple Group
- Investor Conference Call Scheduled for today at 8:30 am ET; Media Conference Call Scheduled for 9:45 am ET
TORONTO, June 13, 2011 /CNW/ - Maple Group Acquisition Corporation ("Maple"), a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds, today announced that it has commenced an offer to acquire 70% of the outstanding common shares of TMX Group Inc. ("TMX Group") (TSX: X). The offer is part of an integrated acquisition transaction, the first step of which is to acquire 70% of the TMX Group shares for $48 in cash per share, to be followed by a second step court-approved plan of arrangement that will provide shareholders (other than Maple) with 40% of the Maple shares in exchange for their remaining TMX Group shares. This integrated acquisition transaction is valued at approximately $3.7 billion.
Details of the offer and the circular supplement soliciting proxies against the London Stock Exchange Group plc ("LSE") take-over plan are available in Maple's circular, which has been filed today on SEDAR and which Maple has commenced mailing to TMX Group shareholders. A copy of the circular, and a letter to TMX Group shareholders, is also available at www.abetterexchange.com.
The offer price represents a premium of approximately 20% over the volume-weighted average price of the TMX Group shares on the Toronto Stock Exchange ("TSX") for the 20 trading days ending on May 12, 2011, the day prior to the date when Maple presented its acquisition proposal to the Board of Directors of TMX Group, and a 24% premium over the implied value of the LSE take-over plan based on the closing price of the shares of LSE and the Bank of Canada noon exchange rate on May 12, 2011.
Maple Offer Provides Superior Value
Speaking on behalf of Maple's investors, Luc Bertrand, said, "Our offer provides superior value and greater certainty for TMX Group shareholders, and a superior outcome for all participants in the Canadian capital markets. We are confident our offer will be successful, and that we can obtain all necessary shareholder and regulatory approvals and close the transaction by late fall."
Upon completion of the Maple transaction, Maple expects to be a Canadian regulated public company with approximately 40% of its outstanding shares held by former TMX Group shareholders. Pension fund and other investors will own approximately 38% of Maple, while the bank-owned investment dealers will own approximately 22%. Consistent with the existing regulatory framework for TMX Group, no shareholder of Maple will own more than 10% of Maple's total shares outstanding.
On June 12, 2011, Maple announced that Desjardins Financial Group, Dundee Capital Markets, GMP Capital Inc. and Manulife Financial have each joined Maple as investors, further broadening support for Maple's vision of building a more vibrant and more competitive integrated Canadian exchange and clearing group.
Maple Urges TMX Group Shareholders to Vote AGAINST the LSE Take-over Plan
Mr. Bertrand added, "TMX Group shareholders should be aware that Maple's offer can only proceed if the LSE take-over plan does not. In order to preserve the opportunity to accept our superior proposal, shareholders need to vote against the LSE take-over plan in advance of the TMX Group's Special Meeting of Shareholders on June 30, 2011. Many TMX Group shareholders are telling us they don't like the LSE take-over and they don't like the fact that the TMX Group board refused to engage with us. We are also hearing from shareholders that they don't like the timing of the vote on the LSE take-over which continues to face serious regulatory uncertainties, and they are unhappy that LSE shareholders are being given a second vote if there are material conditions attached to any regulatory approvals, but TMX Group shareholders are not - even though the only consideration they are being offered is LSE shares."
Maple urges TMX Group shareholders to carefully consider the information provided in Maple's circular and then take two important actions:
Vote AGAINST the LSE take-over plan by signing, dating and returning the YELLOW
proxy before 12:00 Noon (Eastern time), on June 28, 2011; and
- DEPOSIT their shares to Maple's offer before it expires at 5:00 p.m. (Eastern time) on August 8, 2011 (unless it is extended or withdrawn) by following the instructions provided in the circular.
TMX Group shareholders are encouraged to call Kingsdale Shareholder Services if they have questions or would like assistance voting their shares and depositing their shares to the Maple offer. Shareholders can reach Kingsdale by email at firstname.lastname@example.org, or by calling toll-free at 1-888-518-1556 (English or Français). Banks and brokers can call collect at 1-416-867-2272.
A Strong Independent Board of Directors
Following successful completion of the transaction, the governance structure of the board of Maple will be substantially identical to what is currently in place at TMX Group. In particular, the composition of the board will respect the requirements that at least 50% of the directors be independent, at least 25% of the directors be residents of Québec, at least 25% of the directors have expertise in, or be associated with, the Canadian public venture capital markets, and that the board include fair and meaningful representation of directors with expertise in derivatives. In addition, Maple has committed that at least one of the directors will be chosen from Canada's independent investment dealer community.
The following individuals have agreed to serve as directors following completion of the transaction:
- Luc Bertrand, Vice Chair, National Bank Financial Group
- Marie Giguere, Executive Vice President, Caisse de dépôt et placement du Québec
- George Gosbee, Founder, President and CEO, AltaCorp
- Frank McKenna, Deputy Chair, TD Bank Group
- Jim Prentice, Senior Executive Vice President and Vice Chairman, CIBC
- Bill Royan, Head of Relationship Investing, Ontario Teachers' Pension Plan
- Kevin Sullivan, Deputy Chairman, GMP Capital Inc.
Maple intends that the board will also include representation from the current TMX Group board.
"The board of the combined Maple-TMX Group will be made up of highly qualified individuals with deep industry knowledge, expertise and integrity. The board will include strong independent directors and, we hope, representation from the current TMX Group board," said Mr. Bertrand.
Combination with Alpha Group and CDS
As previously announced, Maple intends to pursue the combination of TMX Group with Alpha Group and The Canadian Depositary for Securities Limited ("CDS") as soon as possible following the completion of Maple's acquisition of TMX Group.
Certain Maple investors have a significant equity ownership interest in each of Alpha Group and CDS and have agreed to use commercially reasonable efforts to complete transactions pursuant to which Alpha Group and CDS will be combined with TMX Group. As detailed in the circular, Maple intends to form a committee of independent directors to oversee the process of evaluating and consummating the Alpha Group and CDS transactions, including ensuring that the consideration to be offered is fair to shareholders. If the parties are unable to agree on the consideration for either of the Alpha Group or CDS transactions, the matter will be submitted to a binding arbitration process.
Although Maple's offer to acquire TMX Group is not conditional on the concurrent combination with Alpha Group and CDS, Maple intends to seek the required regulatory approvals, including Competition Act and applicable securities regulatory approvals from the Autorité des marchés financiers and the Alberta, British Columbia and Ontario Securities Commissions, for such combinations, and the acquisition of TMX Group by Maple will be conditional on receipt of such regulatory approvals.
In addition to the regulatory approvals referred to above, the acquisition of TMX Group will be subject to customary conditions, including that 70% of TMX Group shares outstanding at the expiry time be validly deposited under the offer. Neither the acquisition of TMX Group, nor the subsequent combination of Alpha or CDS, requires approval under the Investment Canada Act.
Minimum and Full Deposit Elections
Maple's offer includes a minimum tender condition that requires 70% of TMX Group shares outstanding be deposited to the offer. Maple recognizes TMX Group shareholders who support the offer may also want to retain as many of their TMX Group shares as possible in order to participate in the successor company and its ongoing upside potential. Accordingly, the offer includes a "minimum deposit" election designed to provide TMX Group shareholders with the opportunity to support Maple's transaction by having only the minimum number of TMX Group shares acquired for cash while still satisfying the minimum tender condition.
Shareholders who would like to receive as much cash as possible for their TMX Group shares should make the "full deposit" election. More information on these elections is provided in the circular.
Maple is being advised by CIBC World Markets Inc., National Bank Financial Markets, Scotia Capital Inc. and TD Securities Inc.
About Maple Group Acquisition Corporation
The investors in Maple Group Acquisition Corporation are: Alberta Investment Management Corporation, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Group, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), GMP Capital Inc., National Bank Financial Inc., Ontario Teachers' Pension Plan, Scotia Capital Inc., TD Securities Inc. and The Manufacturers Life Insurance Company.
Investment Community Conference Call Details
Maple will host a conference call for the investment community at 8:30 am Eastern time on Monday, June 13, 2011. Media is welcome to join the call in listen-only mode. To participate in the conference call, North America callers should dial (888) 231-8191; international callers should dial (647) 427-7451. A replay of the teleconference will be available approximately two hours following the conclusion of the call. To access the replay, callers should dial (800) 642-1687 and enter passcode: 74026802. A copy of Maple's investor presentation will be available for download prior to the call at www.abetterexchange.com.
Media Conference Call Details
Maple will host a conference call for media at 9:45 am Eastern time on Monday, June 13, 2011. To participate in the conference call, North America callers should dial (888) 231-8192; international callers should dial (647) 427-7451. A replay of the teleconference will be available approximately two hours following the conclusion of the call. To access the replay, callers should dial (800) 642-1687 and enter passcode: 74029878.
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. The circular contains important information and TMX Group shareholders are urged to read it 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 June 10, 2011, the Bank of Canada noon rate of exchange for U.S. dollars was Cnd. $1.00 - U.S. $1.0238.
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 and its investors 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 and its investors, 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. These risks, uncertainties and other factors include, but are not limited to: the satisfaction of the conditions to the proposed acquisition of TMX Group, failure to acquire Alpha Group or CDSL; the inability to successfully integrate TMX Group's operations with those of Alpha Group and CDSL, including, without limitation, incurring and/or experiencing unanticipated costs and/or delays or difficulties; future levels of revenues being lower 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.
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.
For further information:
TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français)