The Offer is unanimously recommended by the Razor board
TORONTO and SYDNEY, Nov. 29, 2011 /CNW/ - TMX Group Inc. (TMX Group)
(TSX:X) and Razor Risk Technologies Limited (Razor) (ASX:RZR) today
announced that they have entered into a Takeover Bid Implementation
Agreement (Implementation Agreement) under which TMX Group, or its
affiliate, will make a takeover bid for all of the issued shares in
Razor, which is headquartered in Sydney, provides credit risk software
to clearing houses, stock exchanges, financial institutions and
brokerages around the world. It develops and integrates economic
capital, market, credit and liquidity risk management requirements
across multiple asset classes.
The consideration payable under the TMX Group offer (Offer) is a cash
payment of 3.49 cents per share, equivalent to an enterprise value of
AUD $10 million (CA $10.18 million). This equates to a purchase price
multiple of approximately 1x annual sales as of 30 June 2011. In
addition to the cash payment of 3.49 cents per share, if there is
excess working capital in Razor at the earlier of (1) the Offer being
declared unconditional and (2) the close of the Offer period (assuming
all conditions are satisfied or waived), TMX Group will increase the
Offer by such excess working capital at that time. Although it is not
possible at this time to precisely estimate the additional
consideration payable, this amount, if payable, is likely to be in the
order of 0.1-0.2 cents per share. More details will be set out in the
Bidder's Statement and Target's Statement, which will be sent to Razor
shareholders as soon as practicable.
The Offer will be subject to bid conditions, including a 90% minimum
acceptance condition and at least 50.01% of Razor shares accepted into
the Offer within one month of the open of the Offer. The conditions of
the Offer are set out in full in Schedule 1 to the Implementation
Agreement, which is available at www.asx.com.au.
"The acquisition of Razor is exciting because it supports several areas
of TMX Group's strategy and it provides a point of entry into the
attractive risk management sector," said Brenda Hoffman, Senior Vice
President, Group Head of Information Technology. "We are very pleased
to be joining forces with the Razor employee team to offer our
customers enhanced risk management services and products."
The Offer is unanimously recommended by the Razor board, in the absence
of a superior proposal. The individual Razor directors, who in total
control approximately 25% of the ordinary shares in Razor, have advised
that it is their intention to accept the Offer, or procure acceptance
of the Offer, for all the Razor shares they own or control, in the
absence of a superior proposal. "The Board's responsibility is to act
in the best interests of shareholders, and it is our view that this is
a compelling and complete proposal which has the attraction of offering
shareholders certainty in cash proceeds in an uncertain global economic
environment," said Ellis Bugg, Chairman of Razor.
Razor's major shareholder has entered into a customary shareholder
lock-up agreement under which it has agreed to accept into the Offer
all of its shares in Razor, which represents approximately 15% of
The acceptance of the Offer by the Razor directors and the commitment of
Razor's major shareholder, together accounts for, in aggregate,
approximately 40% of Razor shares.
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 (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 Razor Risk Technologies Limited
Razor Risk Technologies is a leading provider of risk management
technology and consulting solutions to financial institutions
worldwide. Established in 1999, the company was created in response to
the complex issues surrounding risk management. Razor Risk Technologies
recognised that to proactively measure and manage risk, it was
necessary to manage the total exposure of a financial institution
across all of its global activities. The company's Razor product has
helped transform the way banks, hedge funds, brokers, central clearing
counterparties and stock exchanges, in many countries, measure their
risk and manage their capital.
An Australian public company (ASX: RZR) with offices in Sydney
(headquarters), Melbourne, New York and London, Razor Risk Technologies
has a highly skilled team of specialists who provide risk management
technology and consulting services across the financial markets and
risk management sectors. The company operates on a global risk
consultancy structure, drawing upon the expertise of all employees in
implementing best practices for clients' individual needs. This
methodology supports an efficient, low cost, minimal risk
implementation, allowing clients to maximise optimal risk and reward.
Razor Risk Technologies has a 100 per cent successful implementation
record for Razor. For more information, please visit Razor Risk
Technologies at: www.razor-risk.com.
SOURCE TMX GROUP INC.
For further information:
Director, Corporate Communications
Razor Risk Technologies
+61 2 9236 9400