TMX Group Inc. Comments on Maple Announcement

Continues to recommend agreed merger with London Stock Exchange Group

TORONTO, May 26, 2011 /CNW/ - TMX Group Inc. acknowledges the announcement made by Maple Acquisition Group Corporation ("Maple") on May 25, 2011 regarding its intention to initiate a unilateral offer to acquire TMX Group.

On May 20, 2011, the TMX Group Board of Directors concluded that, under the terms of the merger agreement (Section 5.8) with London Stock Exchange Group (LSEG), the Maple proposal did "not constitute a superior proposal, nor could it reasonably be expected to result in a superior proposal".

In communicating this decision, the TMX Group Board clearly laid out the factors taken into consideration.  Given that there were no changes communicated in Maple's press release from yesterday, TMX Group continues to be prohibited by the merger agreement from any discussions with Maple or its advisors.  The Board will review and respond to the formal Maple offer if and when it has been made.

Additionally, TMX Group has not, as reported by Maple, accelerated the date of its shareholder vote.  As stated and required by the merger agreement with LSEG (Section 2.3), TMX Group obtained an interim order yesterday from the Ontario Superior Court of Justice to call a special meeting of holders of common shares of TMX Group on June 30, 2011 to approve the plan of arrangement regarding the proposed merger with LSEG.  This follows previously outlined process and timetables.

As stated in its May 20, 2011 press release, TMX Group entered into the merger with LSEG as the best path forward for TMX Group, its shareholders and stakeholders. The merger provides the opportunity for TMX Group and its shareholders to participate in the creation and on-going growth of a new, globally competitive exchange group, with several important benefits expected for stakeholders, including:

  • The acceleration of TMX Group's growth plans.
  • Preservation of TMX Group's businesses in Canada, particularly its regulatory advantages and its deep know-how and world leading capabilities in resource and small and medium enterprises.
  • Opportunities for Canadians to play a meaningful role in building a global leader in the exchange sector.
  • An improved ability to attract new foreign investment to Canada and to facilitate access to the world's largest international capital pool for Canadian issuers of all sizes.
  • An opportunity to achieve global leadership in derivatives trading and clearing, including through the continued development of leading-edge technology.
  • The ability to market Canadian trading technology leadership to exchange operators and businesses around the world.
  • A strengthening of Canada's brand and leadership on the world stage.

More information on the proposed merger with LSEG can be found at www.TMX.com/merger

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, Montreal Exchange, Canadian Derivatives Clearing Corporation, Natural Gas Exchange, Boston Options Exchange (BOX), Shorcan, Shorcan Energy, 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 (Houston, Boston and Chicago) as well as in London. For more information about TMX Group, visit our website at www.tmx.com.

SOURCE TMX GROUP INC.

For further information:

Carolyn Quick
Director, Corporate Communications
TMX Group
416-947-4597
carolyn.quick@tmx.com

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TMX GROUP INC.

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