Montreal Exchange releases Management Circular recommending combination with TSX Group



    MONTREAL, Jan. 14 /CNW Telbec/ - Montréal Exchange Inc. ("MX") (TSX: MXX)
took a key step today towards shareholder approval of its agreement to combine
with TSX Group Inc. ("TSX Group"), to create the new TMX Group, as announced
December 10, 2007.
    MX mailed to its shareholders and filed today with regulatory authorities
its Notice of special general meeting and accompanying Management Proxy
Circular. The Circular gives notice of the shareholder meeting to be held in
Montréal on February 13, 2008, for the purpose of considering and voting on
the combination. The transaction must be approved by 66 2/3% of the votes cast
by shareholders.
    The Circular outlines in detail the reasons why the Board of Directors of
MX unanimously recommends that shareholders vote in favor of the transaction.
    The Circular discloses information on the process followed by the MX
Board of Directors to maximize shareholder value and strengthen Canadian
capital markets while ensuring the permanence of MX as Canada's derivatives
exchange including the associated value-added employment in Montréal. It shows
that the proposed transaction is the result of a rigorous process conducted by
the Board in carefully considering all available strategic options, including
talks with other interested parties, before agreeing to support the
transaction.
    The Board considered a number of factors in its decision to recommend
shareholder acceptance. As described in the Summary of the Circular, these
factors include:

    
    - Increased competitive strengths;
    - Value for MX shareholders through a significant premium and growth
      potential;
    - Benefits for Quebec and Canadian capital markets; and
    - Improved positioning of the new TMX Group in the global exchange
      industry.

    The Board considered substantive business continuity covenants regarding
the future of MX operations in Montréal and its continued role as a
derivatives exchange within the combined group. TSX Group will provide written
undertakings to the Autorité des marchés financiers (AMF) that include
provisions to the effect that:

    - MX continues to be the Canadian national exchange for all derivatives
      trading and related products;
    - MX operations will remain and continue to develop in Montréal;
    - MX's head office and executive offices will remain in Montréal, as will
      the head office and executive offices of the Canadian Derivatives
      Clearing Corporation ("CDCC");
    - MX will manage Canadian carbon trading for the new TMX Group and will
      continue to develop the Montréal Climate Exchange ("MCeX") into a
      leading market for exchange-traded environmental products;
    - The most senior executive officer of each of MX and CDCC will continue
      to reside and work in Montréal;
    - Mr. Luc Bertrand will retain his position as President and Chief
      Executive Officer (CEO) of MX and also assume the position of Deputy
      Chief Executive Officer of the combined entity with the
      responsibilities to oversee the integration of TSX Group and MX, the
      combined entity's derivatives activities in Canada and elsewhere, all
      of the combined entity's commodity derivatives activities, the Natural
      Gas Exchange (NGX), all cash market and derivatives clearing
      activities, including CDCC, MCeX (trading and clearing), the Boston
      Options Exchange (BOX), and all of the information technology functions
      of the combined entity, in addition to having the Chief Information
      Officer report to him;
    - Five (5) of the eighteen (18) members of the board of directors of TMX
      Group will, during a three (3) year period following the effective date
      of the business combination, be designated by MX as nominees, with at
      least one (1) of such nominees to sit on each committee of the board of
      directors of TMX Group;
    - 25% of the nominated directors of TMX Group will, without limit as to
      time, be residents of Québec;
    - The AMF will continue as the lead regulator in respect of the
      operations of MX and CDCC, with oversight over the future development
      of derivatives markets in Montréal; and
    - TMX Group will remain subject to a 10% ownership restriction, and any
      amendments to this restriction will require the approval of each of the
      AMF and the Ontario Securities Commission.
    

    All relevant documents can be found on www.sedar.com and www.sec.gov as
well as on www.m-x.ca.

    About Montréal Exchange Inc.

    The Montréal Exchange (MX) is the Canadian derivatives exchange. The MX
offers trading in Canadian interest rate, index and equity derivatives.
Clearing, settlement and risk management services are provided by an AA rated
clearing house, the Canadian Derivatives Clearing Corporation, fully owned by
the MX. Our integrated trading and clearing services are supported by a
proprietary suite of exchange technologies, known as SOLA(R). The MX also has
interests in: the Boston Options Exchange (BOX), a U.S. automated equity
options market, for which MX is the technical operator; the Canadian Resources
Exchange (CAREX), a new corporation created with NYMEX that is dedicated to
developing the Canadian energy market; and the Montréal Climate Exchange
(MCeX), a joint venture with the Chicago Climate Exchange(R), aiming to
establish the leading market for publicly traded environmental products in
Canada. For more information about the Montréal Exchange, please visit
www.m-x.ca.




For further information:

For further information: Jean Charles Robillard, Director, Investor
Relations and Communications, (514) 871-3551, jcrobillard@m-x.ca

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