MAPLE GROUP RECEIVES ENDORSEMENT FROM STEPHEN JARISLOWSKY

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

www.abetterexchange.com

TORONTO, June 24, 2011 /CNW/ - Maple Group Acquisition Corporation ("Maple"), a corporation whose investors comprise 13 of Canada's leading financial institutions and pension funds, released a statement it received from Stephen Jarislowsky, Chairman, C.E.O. and Director of Jarislowsky Fraser Limited.

        We can grow internationally
        The London Stock Exchange is promising to take the TMX and its companies into the international arena. With all due respect for our friends in London, Canada and its financial community do not need their assistance to ensure their development on the international scene.
        How can the fact of wanting to develop one's own stock exchange be construed as evidence of an introverted or protectionist attitude? Does it mean we should remain silent and let our companies and institutions leave even if we firmly believe we are in the best position to help them grow—locally as well as internationally—for the benefit of our country? The TMX's takeover by the London Stock Exchange will result in a weakening of Canada's financial community. We are at risk of seeing an exodus of our financial institutions and our brightest financial talents.
        I am delighted with the emergence of the Maple Group. It attests to a broad consensus within Canada's financial community. We can finally join forces and develop a common vision. The Maple business model is solid and will encourage the creation of an even stronger exchange that is able to attract attention on the international scene. For shareholders, a strong TMX Group is preferable to a merger with an exchange such as the London Stock Exchange, which is in decline.
        The Maple Group's diversity of shareholders is reassuring in terms of competition: no one will control the new entity. This, I believe, should allay the fears of skeptics who foresee higher listing and transaction fees. There is a balance among the parties, which protects all participants.
        The Maple deal is the best course of action at every level—for shareholders, for issuers and for Canada. We surely do not have to apologize for it.

Mr. Jarislowsky founded Jarislowsky Fraser Limited in 1955. The firm is known for defending shareholder rights and is actively committed to promoting strong corporate governance, as well as exercising influence to ensure that shareholders' interests are at the forefront of corporate actions.

A copy of the statement can be found at www.abetterexchange.com.

Maple Urges TMX Group Shareholders to Vote AGAINST the LSE Take-over Plan and to Deposit their shares to Maple's Superior Offer

Maple urges TMX Group shareholders to carefully consider Maple's enhanced offer and then take two important actions:

  1. 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
  2. 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 contactus@kingsdaleshareholder.com, or by calling toll-free at 1-888-518-1556 (English or Français). Banks and brokers can call collect at 1-416-867-2272.

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.

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 22, 2011, the Bank of Canada noon rate of exchange for U.S. dollars was CDN. $1.00 - U.S. $1.0282.

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 expected effects thereof, and the proposed subsequent combination with Alpha Group and CDS, and the expected 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 , 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. For additional information on such risks, please consult "Risk Factors" found on page 64 of Maple's Circular.

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.

 

SOURCE Maple Group Acquisition Corporation

For further information:

TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français)

Media Contact:
Peter Block
Toronto
416-848-1431

Isabelle Fontaine
Montreal
514-843-2331

Investor Contact:
Rudy Sankovic
416-308-7857

Profil de l'entreprise

Maple Group Acquisition Corporation

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