/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN,
INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO/
TMX Group shareholders urged to immediately tender their shares to the
Maple offer before it expires at 5:00 pm (Eastern) on July 31, 2012
Maple to be renamed TMX Group Limited on August 10, 2012
TORONTO, July 12, 2012 /CNW/ - Maple Group Acquisition Corporation
("Maple") and TMX Group Inc. ("TMX Group") today provided an update on upcoming
milestones associated with the proposed Maple transaction. The Maple
transaction is an integrated acquisition transaction to acquire 100% of
the TMX Group shares involving the first step offer for a minimum of
70% and a maximum of 80% of the outstanding TMX Group Shares followed
by a second step share exchange transaction pursuant to a
court-approved plan of arrangement under which the remaining TMX Group
shares will be exchanged for common shares of Maple ("Maple Shares").
TMX Group Inc. shareholders are urged to immediately tender their shares
to the Maple offer. Information on this process is contained below.
On July 31, Maple expects to be in a position to take up TMX Group
shares deposited under the offer, subject to the satisfaction of the
70% minimum tender condition and the satisfaction or waiver of the
other conditions of the offer.
On July 31, if the above conditions are met, a new Board will be
appointed for Maple and a mirror board will be appointed for TMX Group,
in keeping with the commitments made to provincial securities
Also on July 31, the new Board will appoint the executive team of TMX
Group Inc. as executives of Maple Group Acquisition Corporation.
Tom Kloet, Chief Executive Officer of TMX Group Inc. will be named CEO
of Maple Group Acquisition Corporation.
Maple expects to complete the proposed acquisitions of Alpha and CDS on
August 1, 2012.
If the conditions to the Offer have been satisfied or, as permitted,
waived at or prior to the July 31 5:00 p.m. expiry time, Maple will
make a public announcement of that fact, and the offer will remain open
for a further ten days until 5:00 p.m. on August 10 in order to permit
shareholders that have not deposited TMX Group shares on July 31 to
deposit their TMX Group shares under the offer.
Cash payments for the 70-80% of the TMX Group shares acquired by Maple
pursuant to the offer will be made on August 10.
Maple Group Acquisition Corporation will be renamed TMX Group Limited on
A meeting of the shareholders of TMX Group Inc. will be held in
mid-September (date to be announced) to approve the subsequent
arrangement to acquire the remaining TMX Group shares mentioned above.
Maple (renamed TMX Group Limited) will own a sufficient number of TMX
Group shares to ensure approval of the subsequent arrangement.
After completion of the subsequent arrangement, TMX Group Inc. will be a
wholly-owned-subsidiary of TMX Group Limited.
Additional information will be communicated over the coming weeks as
Offer to TMX Group shareholders
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 is open until 5:00 p.m.
(Eastern Time) on Tuesday, July 31, 2012, unless further extended or
withdrawn. The TMX Group Board of Directors continues to unanimously
recommend that shareholders accept and tender their shares under the
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 that 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
Shareholders that support the Maple transaction should accept the Offer,
tender their TMX Shares under the Offer and make either the Full
Deposit Election or the Minimum Deposit Election.
Shareholders that would like to receive as much cash as possible for
their TMX Group shares pursuant to the Maple transaction should make
the Full Deposit Election. Shareholders that would like to support the
Maple transaction but would like to receive as many Maple Shares as
possible for their TMX Group shares pursuant to the Maple transaction
should make the Minimum Deposit Election.
Time to Act
TMX Group shareholders are encouraged to immediately deposit their
shares to the Maple offer:
Beneficial shareholders - If your TMX Group shares are held in a brokerage account or otherwise
through an intermediary, you must contact your broker/intermediary
immediately and advise them of your instructions for depositing your
TMX Shares on your behalf to Maple's offer prior to 5:00 p.m. (Eastern
time) on July 31, 2012.
Registered Shareholders (who have a physical certificate in their name) - If your TMX Group
shares are held in your own name, please complete the Letter of
Transmittal (printed on GREEN paper) and deposit it along with your
share certificate in the enclosed envelope to the Depositary -
Computershare Investor Services Inc. - along with all other documents
required by the instructions set out in the Letter of Transmittal prior
to 5:00 p.m. (Eastern time) on July 31, 2012.
Questions and requests for assistance may be directed to the Information
Agent for the Offer, Kingsdale Shareholder Services Inc. (the
''Information Agent'') at 1-888-518-1556 toll-free in North America, or
at 1-416-867-2272 outside of North America (collect calls accepted), or
by e-mail at: firstname.lastname@example.org.
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 dated
May 31, 2012. These documents are available at www.abetterexchange.com. Maple also expects to mail and file a further Notice of Change next
week, which will also be available at www.abetterexchange.com.
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.), 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, Beijing and Sydney. 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
All dollar references in this press release are in Canadian dollars. On
July 11, 2012 the Bank of Canada noon rate of exchange for U.S. dollars
was CDN. $1.00 - U.S. $0.9809.
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
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.
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; 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; 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
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
For further information:
TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français) within North America, or outside North America at 416-867-2272 (collect calls accepted) or by e-mail at email@example.com
Maple Media Contacts:
Maple Investor Contact:
TMX Group Media Contact:
Director, Corporate Communications
TMX Group Investor Contact:
Director, Investor Relations