Maple Group Files Notice of Variation and Extension

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Copies available at www.abetterexchange.com and SEDAR

TORONTO, Nov. 7, 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 filed a Notice of Variation and Extension relating to the previously announced extension of its offer to acquire a minimum of 70% and a maximum of 80% of the shares of TMX Group Inc. ("TMX Group") (TSX: X) to 5:00 p.m. (Eastern Time) on January 31, 2012, unless further extended or withdrawn.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.

TMX Group shareholders are urged to carefully review the Notice of Variation and Extension to learn more about the commitments Maple has made with respect to corporate governance, risk management, fees, access and continued responsiveness to all market participants. The Notice of Variation and Extension also includes information about the support agreement entered into with TMX Group, and progress Maple has made with respect to the proposed acquisitions of CDS and Alpha Group.

As announced on October 30, 2011, Maple and TMX Group recently entered into a support agreement in respect of the proposed transaction. The TMX Group Board unanimously recommends that TMX Group shareholders accept and tender their shares to the Maple offer.

The Notice of Variation and Extension is being mailed to TMX Group shareholders, and has been filed on SEDAR. A copy is also available at www.abetterexchange.com.

Additional Details about the Maple Offer

In connection with entering into the support agreement, Maple has extended its offer until January 31, 2012. Maple or TMX Group may terminate the support agreement if the Maple offer has not been completed by February 29, 2012, provided that this outside date may be extended to April 30, 2012 in order to obtain the required regulatory approvals.

Maple's offer is part of an integrated acquisition transaction, the first step of which is to acquire between 70% and 80% of the TMX Group shares for $50 in cash per share, on a pro rated basis, to be followed by a second step court approved plan of arrangement that will provide shareholders (other than Maple) with Maple shares in exchange for their remaining TMX Group shares. The offer remains subject to a non-waivable minimum condition that at least 70% of the TMX Group shares must be tendered to the Offer on or before its final expiry.  Assuming the minimum of 70% of the TMX Group shares are acquired for cash under Maple's offer, former TMX Group shareholders would own 41.7% of Maple following the second step plan of arrangement. Assuming the maximum of 80% of the TMX Group shares are acquired for cash under the first step offer, former TMX Group shareholders would own 27.8% of Maple following the second step plan of arrangement.

About Maple Group Acquisition Corporation

Maple Group Acquisition Corporation is a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds. The investors in Maple 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. For more information on Maple Group, visit www.abetterexchange.com.

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 TMX Group 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. The U.S. Securities Act imposes restrictions on the resale of securities received pursuant to the plan of arrangement by persons who are, or within 90 days before the resale were, "affiliates" of Maple. 

All dollar references in this press release are in Canadian dollars. On November 4, 2011, the Bank of Canada noon rate of exchange for U.S. dollars was CDN. $1.00 - U.S. $0.9823.

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 Group 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 Group 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.

SOURCE Maple Group Acquisition Corporation

For further information:

Maple

Peter Block       Jean-Sébastien Lamoureux
Toronto       Montréal
416-848-1431      514-843-2368
pblock@national.ca     jslamoureux@national.ca
   
Investor Contact:  
Rudy Sankovic  
416-308-7857  
Rudy.Sankovic@td.com  
 

 

Profil de l'entreprise

Maple Group Acquisition Corporation

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