NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO
OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
TORONTO, Sept. 29, 2011 /CNW/ - Maple Group Acquisition Corporation
("Maple"), a corporation whose investors comprise 13 of Canada's
leading financial institutions and pension funds, today announced that
it has extended its offer to acquire a minimum of 70% and a maximum of
80% of the shares of TMX Group Inc. ("TMX Group") (TSX: X) to 5:00 p.m.
(Eastern Time) on Monday, October 31, 2011, unless further extended or
withdrawn. The offer is part of an integrated acquisition transaction,
valued at approximately $3.8 billion, to acquire 100% of TMX Group
Maple will shortly mail a formal Notice of Extension to all registered
TMX Group shareholders. A copy will also be filed on SEDAR and made
available at www.abetterexchange.com.
Maple also said it is continuing to work on obtaining the required
regulatory approvals for the TMX Group acquisition.
Further details of Maple's offer are available in its Offer and Circular
documents dated June 10, 2011, as varied by a Notice of Variation dated
June 24, 2011 and Notice of Change and Extension dated August 8, 2011.
These documents have been filed on SEDAR and sent to TMX Group
shareholders, and are also available at www.abetterexchange.com.
About Maple Group Acquisition Corporation
The investors in Maple Group Acquisition Corporation 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
This press release is not intended to and does not constitute or form
part of an offer or invitation to sell or purchase any securities, the
solicitation of an offer to buy or sell any securities or an offer to
exchange or otherwise acquire any securities, in any jurisdiction,
whether pursuant to the offer described in this press release or
otherwise. Maple's Circular and related notices contain important
information and TMX Group shareholders are urged to read them carefully
before any decision is made with respect to the offer.
The distribution of this press release in jurisdictions other than
Canada may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than Canada should inform
themselves about, and observe, any applicable requirements. This press
release does not purport to comply with the laws of any non-Canadian
jurisdiction and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside Canada.
Information for U.S. Shareholders
The offer is being made for the securities of a Canadian company that
does not have securities registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act").
Accordingly, the offer is not subject to Section 14(d) of the U.S.
Exchange Act, or Regulation 14D promulgated by the U.S. Securities and
Exchange Commission (the "SEC") thereunder. The offer is being
conducted in accordance with Section 14(e) of the U.S. Exchange Act and
Regulation 14E promulgated by the SEC thereunder (with settlement being
subject to a longer period than would typically apply for securities of
U.S. public companies).
The Maple shares to be issued to shareholders (including U.S.
shareholders) other than Maple pursuant to the plan of arrangement have
not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or under the securities
law of any state or other jurisdiction of the United States. The Maple
shares to be issued pursuant to the plan of arrangement will be issued
in reliance upon the exemption from the registration requirements of
the U.S. Securities Act provided by section 3(a)(10) thereof and only
to the extent that corresponding exemptions from the registration or
qualification requirements of state "blue sky" securities laws are
All dollar references in this press release are in Canadian dollars. On
September 28, 2011, the Bank of Canada noon rate of exchange for U.S.
dollars was CDN$1.00 - US$0.9780.
Notice To Shareholders In The United Kingdom And European Economic Area
The offer is only being made within the European Economic Area ("EEA")
pursuant to an exemption under Directive 2003/71/EC (together with any
applicable adopting or amending measures in any relevant member state
(as defined below), the "Prospectus Directive"), as implemented in each
member state of the EEA (each, a "relevant member state"), from the
requirement to publish a prospectus that has been approved by the
competent authority in that relevant member state and published in
accordance with the Prospectus Directive as implemented in that
relevant member state or, where appropriate, approved in another
relevant member state and notified to the competent authority in that
relevant member state, all in accordance with the Prospectus Directive.
Accordingly, in the EEA, the offer and documents or other materials in
relation to Maple Shares are only addressed to, and are only directed
at, (a) qualified investors in a relevant member state within the
meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in
the relevant member state, and (b) persons who hold, and will tender,
the equivalent of at least €50,000 worth of TMX Shares (collectively,
"permitted participants"). These documents may not be acted or relied
upon by persons in the EEA who are not permitted participants.
With reference to the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), the offer
and any materials in relation to Maple Shares is only directed at
persons in the United Kingdom that are (a) investment professionals
falling within Article 19(5) of the Order or who fall within Article
49(2)(a) to (d) of the Order; (b) holders of TMX Shares at the time of
communication of the offer and such materials; or (c) persons to whom
they may otherwise lawfully be communicated (collectively, "relevant
persons"). In the United Kingdom, Maple Shares are only available to,
and the offer may only be accepted by, relevant persons who are also
permitted participants, and as such, any investment or investment
activity to which this document relates is available only to, and may
be relied upon only by, relevant persons who are also permitted
Caution Regarding Forward-Looking Information
This document contains "forward-looking information" (as defined in
applicable Canadian securities legislation). This information is based
on the current expectations, assumptions, projections, estimates and
other factors that the management of Maple believe to be relevant as of
the date of this document. This information is naturally subject to
uncertainty and changes in circumstances. The forward-looking
information contained in this document includes, but is not limited to,
statements relating to the proposed acquisition of TMX Group by Maple,
and the effects thereof, and the proposed subsequent combination with
Alpha Group and CDS, and the effects thereof, and other statements
other than historical facts.
Often, but not always, forward-looking statements and forward-looking
information can be identified by the use of the words "expect", "will",
"intend", "estimate", "may" and similar expressions. Forward-looking
statements are necessarily based upon a number of factors, estimates
and assumptions that, while considered reasonable by Maple, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Readers are cautioned that such
forward-looking statements and information involve known and unknown
risks, uncertainties and other factors that may cause the actual
financial results, performance or achievements of Maple and/or its
subsidiaries to be materially different from the estimated future
results, performance or achievements expressed or implied by those
forward looking statements and information, and the forward-looking
statements and information are not guarantees of future performance.
These risks, uncertainties and other factors include, but are not
limited to: the satisfaction of the conditions to the proposed
acquisition of TMX Group; failure to acquire Alpha Group or CDSL; the
inability to successfully integrate TMX Group's operations with those
of Alpha Group and CDSL, including, without limitation, incurring
and/or experiencing unanticipated costs and/or delays or difficulties;
future levels of revenues being lower than expected; conditions
affecting the industry; local and global political and economic
conditions; unforeseen fluctuations in trading volumes; competition
from other exchanges or marketplaces, including alternative trading
systems and new technologies, on a national and international basis;
foreign exchange rate fluctuations and interest rate fluctuations
(including from any potential credit rating decline); legal or
regulatory developments and changes; the outcome of any litigation; the
impact of any acquisitions or similar transactions; dependence on the
economy of Canada; competitive products and pricing pressures; success
of business and operating initiatives; failure to retain and attract
qualified personnel; failure to implement strategies; dependence on
information technology; dependence on adequate numbers of customers;
risks associated with clearing operations; inability to protect
intellectual property; the adverse effect of a systemic market event on
the derivatives business; risks associated with integrating the
operations, systems, and personnel of new acquisitions; dependence on
market activity that cannot be controlled and/or conditions in the
securities market that are less favourable than expected; and changes
in the level of capital investment. Other factors could also cause
actual results to differ materially from those in the forward-looking
information. For additional information on such risks, please consult
"Risk Factors" found on page 64 of Maple's Circular.
Actual results, events, performances, achievements and developments are
likely to differ, and may differ materially, from those expressed or
implied by the forward-looking information contained in this document.
Maple and its investors make no representations as to present or future
value or the present or future trading price of any security, including
Given these risks and uncertainties, investors should not place undue
reliance on forward-looking information as a prediction of actual
results. Neither Maple nor its investors nor any of their respective
affiliated companies undertakes any obligation to update or revise
forward-looking information, whether as a result of new information,
future events or otherwise, except to the extent legally required.
SOURCE Maple Group Acquisition Corporation
For further information:
TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français)