TORONTO, Sept. 14, 2012 /CNW/ - TMX Group Inc. and TMX Group Limited (formerly Maple Group Acquisition Corporation) today announced the completion of their previously announced second step plan of arrangement transaction (the "Arrangement"). Pursuant to the Arrangement, TMX Group Limited acquired 14,939,964 common shares of TMX Group Inc. representing all of the outstanding TMX Group Inc. shares (other than the 59,759,757 TMX Group Inc. shares already held by TMX Group Limited) in exchange for common shares of TMX Group Limited, on a one-for-one basis. As a result, TMX Group Limited now owns 100% of the TMX Group Inc. shares. This announcement comes following the approval of the Arrangement by TMX Group Inc.'s shareholders on September 12, 2012 and the issuance of a final order of the Ontario Superior Court of Justice on September 13, 2012 approving the Arrangement.
Under the terms of the Arrangement, former TMX Group Inc. shareholders will receive one TMX Group Limited common share in exchange for each TMX Group Inc. share held.
Toronto Stock Exchange ("TSX") has conditionally approved the listing of TMX Group Limited shares, which will commence trading on TSX under the current symbol for TMX Group Inc. shares, "X". TMX Group Limited expects that its listing will be effective as of the open of markets on September 19, 2012.
The TMX Group Inc. shares will be delisted from TSX pursuant to the Arrangement and TMX Group Inc. expects such delisting to be effective as of the close of business on September 18, 2012. In addition, TMX Group Inc. will apply for and will make the required filings with the relevant Canadian securities regulatory authorities in order for TMX Group Inc. to cease to be a reporting issuer or the equivalent in the relevant Canadian provinces and territories.
Registered TMX Group Inc. shareholders who have not yet sent letters of transmittal accompanied by original TMX Group Inc. share certificates to the depositary for the Arrangement, CIBC Mellon Trust Company, are reminded that they should do so promptly in order to receive TMX Group Limited shares under the terms stipulated in the management information circular addressed to TMX Group Inc. shareholders dated August 13, 2012. The management information circular and the letter of transmittal are available on SEDAR at www.sedar.com and on TMX Group Inc.'s website at www.tmx.com.
Caution Regarding Forward-Looking Information
This press release contains "forward looking information" (as defined in applicable Canadian securities legislation) that is based on expectations, estimates and projections as of the date of this press release. Examples of forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", and "expected". Forward looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct. These factors, many of which are beyond our control, include: market competition; business and economic conditions generally; the level of trading and activity on our markets, and in particular trading in our key products. Additional information about these and other factors are located in reports filed with Canadian securities regulators.
We have no intention to update this forward-looking information, except as required by applicable securities law. This forward-looking information should not be relied upon as representing our views as of any date subsequent to the date of this press release.
About TMX Group Limited (formerly Maple Group Acquisition Corporation)
On August 10, 2012, Maple Group Acquisition Corporation completed its acquisition of 80% of the TMX Group Inc. shares pursuant to the Maple offer and was renamed TMX Group Limited.
TMX Group Limited completed the acquisitions of each of The Canadian Depository for Securities Limited ("CDS") and of Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha") on August 1, 2012. As a result of these acquisitions, CDS and Alpha have become wholly-owned subsidiaries of TMX Group Limited.
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, Alpha Exchange, The Canadian Depository for Securities, Montreal Exchange, Canadian Derivatives Clearing Corporation, Natural Gas Exchange, Boston Options Exchange, 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, Beijing and Sydney. 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.
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