TORONTO, Dec. 12 /CNW/ - TSX Group Inc. (TSX Group) today announced that
it has entered into a voting and support agreement with NYMEX Holdings, Inc.
(NYMEX) by virtue of which NYMEX has agreed to support and vote in favour of
the previously announced combination between TSX Group and Montréal Exchange
Inc. (MX) to create TMX Group Inc., a leading integrated exchange group. NYMEX
is the largest shareholder of MX, holding approximately 10% of the outstanding
MX common shares. NYMEX's agreement can be revoked if the Board of Directors
of MX exercises the right to terminate the combination agreement in order to
accept a superior proposal.
TSX Group has previously announced that directors and officers of MX
holding approximately 7% of the MX common shares, in the aggregate, have
irrevocably agreed to vote their shares in favour of the combination.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of TSX Group. Such an offer may
only be made pursuant to a management information circular filed with or
furnished to the securities regulatory authorities in Canada and the United
States in connection with the proposed amalgamation. MX plans to file a
management information circular with Canadian provincial securities regulators
and TSX Group intends to file a registration statement with the United States
Securities and Exchange Commission ("SEC") which will include the management
information circular or to furnish the management information circular to the
SEC pursuant to an exemption from registration. Investors and security holders
are urged to read the management information circular regarding the proposed
business combination when this document becomes available because it will
contain important information in respect of the proposed transaction.
Investors may obtain a free copy of the management information circular when
it becomes available on SEDAR at www.sedar.com and a free copy of the
registration statement and/or the management information circular when it
becomes available on the SEC's website at www.sec.gov. The management
information circular may also be obtained for free, once it has been mailed to
MX shareholders, on MX's website www.m-x.ca or by directing a request to MX.
About TSX Group Inc.
TSX Group operates Canada's two national stock exchanges, Toronto Stock
Exchange serving the senior equity market and TSX Venture Exchange serving the
public venture equity market, NGX, a leading North American exchange for the
trading and clearing of natural gas and electricity contracts and Shorcan, the
country's first fixed income inter-dealer broker. TSX Group also owns Equicom,
a leading provider of investor relations and related corporate communication
services in Canada. TSX Group is headquartered in Toronto and maintains
offices in Montréal, Winnipeg, Calgary and Vancouver.
For further information:
For further information: Steve Kee, Director, Corporate Communications,
TSX Group, (416) 947-4682, firstname.lastname@example.org; Paul Malcolmson, Director,
Investor and Public Relations, TSX Group, (416) 947-4317