Maple Group Acquisition Corporation and TMX Group announce receipt of current views from the Commissioner Of Competition

TORONTO, Nov. 29, 2011 /CNW/ - Maple Group Acquisition Corporation (Maple) and TMX Group Inc. (TMX Group) announced that they received today the Commissioner of Competition's current views with respect to Maple's proposed acquisitions of TMX Group, CDS and Alpha Group (proposed transactions). As previously disclosed, approval by the Commissioner of the proposed transactions is a condition to the completion of Maple's offer to acquire TMX Group.

The Commissioner advised Maple and TMX Group that she has serious concerns about the likely competitive effects of the proposed transactions in the current environment, primarily in connection with equities trading and clearing and settlement services in Canada.

The Commissioner indicated that she has not reached a final conclusion and that her current views may be affected by further factual information and developments, which may include changes in the applicable securities regulatory regime, and any commitments or other remedial measures that Maple may be prepared to take to address her concerns.

Maple and TMX Group intend to continue to work closely with staff of the Competition Bureau to address the Commissioner's concerns, including by identifying appropriate remedial measures.  As Maple has stated previously, it is committed to working constructively with all of the relevant regulators, including Canadian securities regulators, to address any questions they may have so that the proposed transactions can proceed in the best interests of TMX Group, its shareholders and the Canadian capital markets. Maple and TMX Group continue to strongly believe that the proposed transactions will substantially benefit all capital market participants.

Under the Support Agreement entered into between Maple and TMX Group, Maple has agreed to use commercially reasonable efforts to obtain all required regulatory approvals, including from the Commissioner, and to accept all conditions, commitments and undertakings necessary to do so, provided they do not result in a "Material Detriment" as defined in the Support Agreement. There can be no assurance that remedies short of a Material Detriment will address the Commissioner's concerns.

If regulatory approvals are not obtained by January 31, 2012 (the current expiry date of the Maple offer), Maple is required subject to certain exceptions to extend the expiry date until April 30, 2012, as necessary to obtain the required regulatory approvals.

At this time, Maple and TMX Group do not plan to comment further. Maple and TMX Group will appear on December 1, 2011 at the public hearing convened by the Ontario Securities Commission regarding the proposed transactions.

Forward looking statements

This document contains "forward looking information" (as defined in applicable Canadian securities legislation) that is based on expectations, estimates and projections as of this date. Examples of forward looking information can be identified by the use of forward-looking words such as "plans", "expects", and "expected". Forward looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct. These risks, uncertainties and other factors, many of which are beyond our control, include but are not limited to the satisfaction of the conditions to the proposed acquisition of TMX Group, including receipt of required regulatory approvals.  Additional information about these risks, uncertainties and other factors are located in reports filed with Canadian securities regulators, including "Risk Factors" found on page 64 of Maple's circular. We have no intention to update this forward looking information, except as required by applicable securities law. This forward looking information should not be relied upon as representing our views as of any date subsequent to this date.

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, Montréal 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 (Montréal, Calgary and Vancouver), in key U.S. markets (Houston, Boston and Chicago) as well as in London and Beijing. For more information about TMX Group, visit our website at www.tmx.com.

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.


SOURCE TMX GROUP INC.

For further information:

TMX Group  
Carolyn Quick        Paul Malcolmson
Director, Corporate Communications     Director, Investor Relations
416-947-4597        416-947-4317
carolyn.quick@tmx.com     paul.malcolmson@tmx.com
   
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

 

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TMX GROUP INC.

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