Offer now unconditional
TORONTO AND SYDNEY, Feb. 14, 2012 /CNW/ - TMX Group Inc. (TMX Group)
(TSX :X) is pleased to announce that its wholly-owned subsidiary TMX
Australia Pty Ltd (TMX Australia) has received acceptances of its
takeover bid in respect of 91.2% of the shares in Razor Risk
Technologies Limited (Razor) (ASX: RZR). The minimum acceptance
condition of 90% has been satisfied; as a result, TMX Australia has
freed the takeover offer from all bid conditions.
Razor has appointed TMX Australia's nominees, Brenda Hoffman, Michael
Ptasznik, Sharon Pel and Mark Licciardo to join Ellis Bugg on the Razor
board of directors. Andrew Wood, Ralph Pickering, Simon Yencken and
Jane Yulie have retired from the board.
Razor has calculated the level of Working Capital (as defined in TMX
Australia's bidder's statement dated December 14, 2011) in Razor as at
the date the offer was declared unconditional. As previously indicated
by Razor, due to movements in the Working Capital during the offer
period, the Working Capital has been calculated to be zero. As a
consequence, TMX Australia will not increase the offer price for Razor
TMX Australia's offer price of $0.0349 per share is FINAL and the offer
will not be extended further. Razor shareholders who have not accepted
TMX Australia's offer should do so without delay, or by 7.00 pm (Sydney
time) on February 28, 2012.
Because the 90% threshold has been satisfied, TMX Australia has the
right to compulsorily acquire all the remaining Razor shares; it
intends to do so before the close of the offer on February 28, 2012.
Compulsory acquisition notices will be delivered to all Razor
shareholders who have not yet accepted TMX Australia's offer. Razor
shares on the ASX will be suspended from trading and delisted after the
compulsory acquisition process is completed. Shareholders whose shares
are compulsorily acquired will receive their consideration a number of
weeks later than shareholders who accept TMX Australia's offer before
Razor shareholders who have any queries in relation to this announcement
or any other matter relating to the takeover bid, may contact the TMX
Australia Offer Information Line on 1300 727 591 (within Australia) and
+61 3 9946 4445 (outside Australia).
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, Montreal
Exchange, Canadian Derivatives Clearing Corporation, Natural Gas
Exchange, Boston Options Exchange (BOX), Shorcan, Shorcan Energy
Brokers, 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 (New York, Houston, Boston and Chicago)
as well as in London and Beijing. For more information about TMX Group,
visit our website at www.tmx.com. Follow TMX Group on Twitter at http://twitter.com/tmxgroup.
SOURCE TMX GROUP INC.
For further information:
Director, Corporate Communications