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
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
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.
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