Maple And TMX Group Announce Take Up Under Maple Offer; All Conditions to Maple Offer Have Been Satisfied
- New Maple Board of Directors has been appointed
- Approximately 91% of outstanding TMX Group shares deposited under Maple offer
- Offer remains open until 5:00 p.m. (Eastern time) on August 10
TORONTO, July 31, 2012 – Maple Group Acquisition Corporation (“Maple”) and TMX Group Inc. (“TMX Group”) today announced that all of the conditions to Maple's offer to acquire up to 80% of the TMX Group shares for $50 per share in cash (including the receipt of all regulatory approvals) have been satisfied of the initial expiry of the Maple offer at 5:00 p.m. (Eastern time) on July 31, 2012. Approximately 91% of the outstanding TMX Group shares have been deposited under the offer, satisfying the minimum tender condition. Maple has taken up all TMX Group shares deposited under the offer in accordance with the terms thereof, and the offer has been further extended for an additional 10-day period until 5:00 p.m. (Eastern time) on August 10, 2012 (the "deposit extension period"). The purpose of the deposit extension period is to provide those TMX Group shareholders that have not yet deposited their TMX Group shares under the offer an opportunity to receive cash in respect of a portion of their TMX Group shares.
A new Board of Directors has been appointed for Maple, TMX Group and its principal operating subsidiaries, and the new Board will name TMX Group officers as officers of Maple. As disclosed in Maple’s Notice of Change of Information filed on SEDAR on July 19, 2012, Chuck Winograd will serve as the Chair of the Maple Board and the TMX Group Board, and Tom Kloet will serve as Chief Executive Officer of both Maple and TMX Group, in addition to serving on the Boards of Maple and TMX Group.
In addition to Mr. Winograd and Mr. Kloet, the other Directors, as disclosed in Maple’s Notice of Change of Information dated July 19, 2012, are: Luc Bertrand, Denyse Chicoyne, Marie Giguère, George Gosbee, William Hatanaka, Harry Jaako, William Linton, Jean Martel, William T. Royan, Gerri Sinclair, Kevin Sullivan, Anthony Walsh, Eric M. Wetlaufer, and Tom Woods.
Maple intends to complete the acquisitions of Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, “Alpha”) and The Canadian Depository for Securities Limited (“CDS”) on August 1, 2012. As previously announced, Maple will be renamed “TMX Group Limited” on August 10, 2012.
Mr. Winograd made the following comment:
"It is a privilege to be invited to serve as Chair and to help guide this great institution forward. In addition to being a successful business with interesting growth opportunities, TMX Group plays a central role in Canada’s capital markets and has an important public interest mandate. I look forward to working with my fellow directors, Tom Kloet and the management team, to advance the company’s goals and enhance its contribution to the success of Canada’s public capital markets."
Mr. Kloet added:
"TMX Group is pleased with today’s outcome. Tomorrow, we will welcome employees from CDS and Alpha to our organization and together we will build an even stronger, more competitive company. We are excited by the opportunities before us and are committed to serving all of our clients with excellence and innovation in the months and years ahead."
"I would also like to take this opportunity to thank our departing directors for their years of service to TMX Group and for their guidance and direction throughout this process. I would particularly like to thank Wayne Fox. For over 15 years, 11 of them as Chair, he provided leadership and direction to a number of CEOs and helped guide this company through several important milestones. I am personally grateful to him for his counsel and partnership over my time at TMX Group and throughout the process that we have just concluded. I look forward to working with the new Board, which includes new and continuing Directors, to advance the company’s objectives."
Speaking on behalf of Maple investors, Luc Bertrand said:
"We are very pleased with the level of support that shareholders have shown for this transaction as well as for the integrated exchange and clearing business proposition we have put forward. We also thank the Canadian regulatory authorities for their rigour and diligence in reviewing our proposal. The company will move forward with a new Board that represents a cross-section of experience and knowledge reflecting the importance of the company across the Canadian capital marketplace and the commitments made to regulatory authorities. I look forward to serving with my fellow Directors and to contributing to TMX Group’s future success."
The Maple offer remains open for deposits until the expiry of the deposit extension period at 5:00 p.m. (Eastern time) on August 10, 2012. Any TMX Group shareholder that wishes to receive cash consideration for a portion of their TMX Group shares must deposit their shares under the offer prior to such time and select the “Full Deposit Election” in respect of such shares, failing which those TMX Group shares will be acquired in exchange for Maple shares on a one-for-one basis pursuant to the subsequent arrangement, as described below.
Of the deposited TMX Group shares, approximately 83% of the outstanding TMX Group shares were deposited under the Full Deposit Election made available under the offer, and approximately 8% of the outstanding TMX Group shares were deposited under the "Minimum Deposit Election".
Since more than 70% of the outstanding TMX Group Shares have been deposited under the offer under the Full Deposit Election, no TMX Group Shares deposited under the Minimum Deposit Election will be acquired under the Offer.
In addition, since more than 80% of the outstanding TMX Group shares have been deposited under the offer under the Full Deposit Election, the number of TMX Group shares to be acquired for $50 cash per TMX Group share will be pro rated at the expiry of the deposit extension period. If the applicable pro ration factor to be applied at the expiry of the deposit extension period had been applied to the TMX Group shares deposited as of 5:00 p.m. on July 31, 2012, approximately 96% of the TMX Group shares subject to Full Deposit Elections would have been acquired for $50 in cash per share, with the remaining approximately 4% of the TMX Group shares deposited under such election being returned to the depositing TMX Group shareholders and exchanged for Maple shares on a one-for-one basis upon completion of the subsequent arrangement described below. However, such percentages will not be finalized until the expiry of the deposit extension period and will vary to the extent that any additional TMX Group shares are deposited under the offer under the Full Deposit Election during the deposit extension period.
Upon expiry of the deposit extension period, Maple will apply the applicable pro-ration factor to TMX Group shares deposited prior to such time under the Full Deposit Election and pay for those TMX Group shares that are to be acquired. Shareholders should expect to receive payment through the appropriate intermediaries during the week of August 13, 2012. Any TMX Group shares deposited but not acquired under the Maple offer (including those deposited under the Minimum Deposit Election) will be returned to the depositing TMX Group shareholders and, together with all TMX Group shares not tendered to the Maple offer, will be exchanged for Maple shares on a one-for-one basis upon completion of the subsequent arrangement described below.
Maple will use its best efforts to complete the subsequent arrangement within 35 days following expiry of the deposit extension period. The subsequent arrangement is a share exchange transaction pursuant to a court-approved plan of arrangement under which the remaining TMX Group shares held by TMX Group shareholders (other than Maple) will be exchanged for common shares of Maple on a one-for-one basis. Such plan of arrangement will be subject to court approval following a hearing by the court on its fairness to TMX Group shareholders. As at least two-thirds of the outstanding TMX Group shares will be acquired by Maple at the expiry of the deposit extension period, the applicable shareholder approvals for the subsequent arrangement are assured. A management information circular in respect of the subsequent arrangement is expected to be filed and mailed to TMX Group shareholders shortly following the expiry of the deposit extension period, and the shareholder meeting to consider the subsequent arrangement is scheduled to be held on September 12, 2012.
Maple has received conditional approval to list the Maple shares on Toronto Stock Exchange following completion of the subsequent arrangement. Listing of the Maple shares on Toronto Stock Exchange is subject to the satisfaction of the applicable conditions on or before October 2, 2012.
Shareholders who have not previously deposited their TMX Group shares and wish to receive cash for a portion of their TMX Group shares must tender their TMX Group shares under the offer prior to the expiry of the deposit extension period and make the “Full Deposit Election” under the offer. Shareholders who would prefer to receive Maple shares for their TMX Group shares need not take any further action at this time.
Beneficial shareholders – If your TMX Group shares are held in a brokerage account or otherwise through an intermediary, you must contact your broker/intermediary immediately and advise them of your instructions for depositing your TMX Group shares on your behalf to Maple's offer prior to 5:00 p.m. (Eastern time) on August 10, 2012.
Registered Shareholders (who have a physical certificate in their name) – If your TMX Group shares are held in your own name, please complete the Letter of Transmittal (printed on GREEN paper) and deposit it along with your share certificate in the enclosed envelope to the Depositary – Computershare Investor Services Inc. – along with all other documents required by the instructions set out in the Letter of Transmittal prior to 5:00 p.m. (Eastern time) on August 10, 2012.
Questions and requests for assistance may be directed to the Information Agent for the offer, Kingsdale Shareholder Services Inc. at 1-888-518-1556 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or by e-mail at: email@example.com.
Details of Maple’s offer are available in its Offer and Circular dated June 10, 2011, as varied by the Notice of Variation dated June 24, 2011, the Notice of Change and Extension dated August 8, 2011, the Notice of Extension dated September 29, 2011, the Notice of Variation and Extension dated October 31, 2011, the Notice of Extension dated January 31, 2012, the Notice of Extension dated February 24, 2012, the Notice of Extension dated March 30, 2012, the Notice of Change and Extension dated May 3, 2012, the Notice of Extension dated May 31, 2012, the Notice of Change of Information dated July 19, 2012 and a further Notice of Extension to be issued shortly in respect of the deposit extension period. These documents are, or will shortly be, available at www.abetterexchange.com and under TMX Group’s SEDAR profile at www.sedar.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.), National Bank Financial & Co. Inc., Ontario Teachers' Pension Plan, Scotia Capital Inc., TD Securities Inc. and The Manufacturers Life Insurance Company.
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, Beijing and Sydney. For more information about TMX Group, visit our website at www.tmx.com.
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 available.
All dollar references in this press release are in Canadian dollars. On July 31, 2012 the Bank of Canada noon rate of exchange for U.S. dollars was CDN. $1.00 - U.S. $0.9986.
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 Group 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 Group 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 participants.
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 and CDS, and the effects thereof, the anticipated benefits and synergies from the Alpha and CDS transactions and other statements other than historical facts. Forward-looking information, including forward-looking information relating to targeted cost synergies, is being provided to help demonstrate the benefits of the Alpha and CDS transactions, but readers are cautioned that such information may not be appropriate for other purposes. TMX Group has not had access to confidential information relating to Alpha, including the terms of the Alpha shareholder agreement. To the extent the information in this document relates to Alpha , TMX Group is relying on Maple for the accuracy of that information.
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. In addition to the risks identified in the press release, these risks, uncertainties and other factors include, but are not limited to: the satisfaction of the conditions to the proposed acquisitions of Alpha and CDS; failure to acquire Alpha or CDS: the inability to successfully integrate TMX Group's operations with those of Alpha and CDS, including, without limitation, incurring and/or experiencing unanticipated costs and/or delays or difficulties; inability to reduce headcount, eliminate or consolidate contracts, technology, physical accommodations or other operating expenses, and the failure to realize the anticipated benefits from the proposed acquisitions of TMX Group, Alpha and CDS, including the fact that synergies are not realized in the amount or the time frame anticipated or at all; the regulatory constraints that will apply to the business of Maple upon the initial take up of TMX Group shares under the Maple offer and completion of the Alpha and CDS transactions; costs of on exchange clearing and depository services, trading volumes (which could be higher or lower than estimated) and revenues; future levels of revenues being lower than expected or costs being higher 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; changes in the level of capital investment; and compliance with the ongoing covenants under Maple’s credit facilities. 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 June 10, 2011 circular, page 2 of Maple’s January 31, 2012 Notice of Extension and page 30 of Maple’s July 19, 2012 Notice of Change of Information.
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 Maple shares.
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.
For further information:
TMX Group shareholders:
Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français) within North America, or outside North America at 416-867-2272 (collect calls accepted) or by e-mail at firstname.lastname@example.org
Maple Media Contacts:
Maple Investor Contact:
TMX Group Media Contact:
Director, Corporate Communications
TMX Group Investor Contact:
Director, Investor Relations