Maple Group Acquisition Corporation announces intention to commence offer to acquire TMX Group

May 25, 2011 · 10 min read

Superior offer of $48 in cash and shares represents 24% premium to implied value of LSE take-over as of May 12, 2011
Maple to mail bid circular and initiate regulatory approvals process shortly
Superior outcome for all stakeholders

TORONTO - Maple Group Acquisition Corporation ("Maple"), a corporation formed by five of the country's largest pension funds and four Canadian bank-owned investment dealers, today announced it intends to commence an offer to acquire all of the issued and outstanding common shares of TMX Group Inc. ("TMX Group") (TSX: X) in a transaction valued at approximately $3.6 billion.

Maple's announcement follows Friday's decision by the TMX Group Board of Directors to reject what Maple believes is a superior proposal to the proposed London Stock Exchange takeover of the TMX Group, and the TMX Group's announcement earlier today that it has accelerated the date of its special meeting to consider the LSE take-over.

Speaking on behalf of the Maple investors, Mr. Luc Bertrand, Vice Chairman of National Bank Financial, said, "We are disappointed that the TMX Board declined our repeated invitations to engage us in discussions. Had they done so, we are confident that we could have addressed any questions or concerns they might have regarding our superior proposal. By choosing not to do so, and now by accelerating the timing of their meeting to consider the LSE take-over, they have given us no choice but to make our offer available directly to TMX Group shareholders. If at some later date the Board wishes to engage with us, we will be pleased to have that discussion."

Mr. Bertrand added, "We believe our offer provides superior value for TMX Group shareholders, and provides a superior outcome for all participants in the Canadian capital markets. We are confident our bid will be successful, and that we can obtain all necessary shareholder and regulatory approvals and close the transaction by late fall."

Under the terms of its offer, Maple will acquire all of the issued and outstanding common shares of TMX Group for, at the election of each shareholder, $48 in cash per TMX Group share or one common share of Maple per TMX Group share, in each case subject to pro ration. The maximum aggregate amount of cash payable will be $2.5 billion and the maximum number of Maple shares issuable will be 22.5 million.

On a fully prorated basis, each TMX Group share will be exchanged for $33.52 in cash plus 0.3016 of a Maple share. The offer price represents a 24% premium to the implied value of the LSE offer based on the closing price and the Bank of Canada noon exchange rate on May 12, 2011, and a 20% premium to the volume weighted average price of the TMX Group's shares for the 20 trading days ended May 12, 2011, the date immediately prior to which Maple submitted its proposal to the TMX Group Board of Directors.

Upon completion of the transaction, the combined Maple-TMX will continue to be an independent public company governed by an independent board of directors and subject to oversight by provincial securities regulators. As is the case today, control of the company will remain in the marketplace. Existing shareholders of TMX Group will own approximately 40% of Maple's outstanding shares, the public pension fund investors will own approximately 35% and the bank-owned investment dealers will own approximately 25%. No shareholder of Maple will own more than 10% of Maple's total shares outstanding, consistent with the existing regulatory framework and, as such, Maple's proposal does not constitute a change-of-control of TMX Group.

A Superior Outcome for All Stakeholders

Maple's offer provides significant benefits for TMX Group shareholders and other stakeholders, particularly when compared to the proposed LSE acquisition:
Under Maple's proposed transaction, TMX Group shareholders will receive superior value, cash consideration and an opportunity to participate in the potential upside from the ongoing growth and development of a strong integrated exchange and clearing group;
The transaction will be approximately $0.50 accretive to TMX Group's current analyst consensus 2012 EPS estimate of $3.55 per share as a result of optimizing the capital structure and before giving effect to the synergies that Maple believes can be achieved through the planned subsequent acquisitions of Alpha Group and CDS;
Maple plans to maintain the Company's current dividend of $1.60 per share ($0.40 paid quarterly), as well as an investment grade profile and significant financial flexibility;
TMX Group will be better able to invest in technology to become more efficient and well-positioned to pursue growth opportunities through new product development, distribution, cross-listing arrangements and acquisitions;
Listed companies can rest assured TMX Group will continue to be responsive to the needs of Canadian and international issuers, particularly with respect to building on the TMX Group's market-leading expertise serving global resource and public venture companies, and the Canadian energy and derivatives markets;
Investors will continue to benefit from Canada's strong existing disclosure standards and regulatory framework, which among other things includes a public interest overlay covering all aspects of the TMX Group's operations, from fees to access. Investors will also continue to enjoy state-of-the-art high-speed trading technology conceived and developed in Canada;
Broker-dealers can reduce their internal operating costs as a result of savings obtained from, for example, the integration of cash and derivatives trading and clearing;
Capital market participants and communities across Canada will benefit from ongoing investment in and development of operational centres of excellence in Vancouver, Calgary, Toronto and Montreal;
Likewise, capital market participants will benefit from continued responsiveness to the distinctive needs of the Canadian capital markets and continued strong regional representation in the company's ownership structure and corporate governance framework;
Existing TMX Group senior management and employees under the continued direction of TMX's current CEO will have expanded opportunities as part of a bigger and better-positioned company with its centre of decision-making and headquarters in Canada; and
The Canadian financial system at large will benefit from the continued stability of Canada's regulatory oversight framework.

Creating an Integrated Trading and Clearing Exchange

As announced on May 15, 2011, it is Maple's intention following the completion of the acquisition of TMX Group to undertake the subsequent combination of TMX Group with Alpha Group and CDS to create an integrated trading and clearing exchange for equities, bonds, energy products and derivatives in both exchange-traded and over-the-counter (OTC) markets. This proven and highly-valued business model will dramatically broaden TMX Group's business activities, generate substantial growth opportunities, and create significant synergies (including cost rationalization) all for the benefit of TMX Group, its shareholders and Canada's standing as a global financial centre of excellence.

Certain Maple investors have a significant equity ownership interest in each of Alpha Group and CDS and have agreed to use commercially reasonable efforts to complete transactions pursuant to which Alpha Group and CDS will be combined with TMX Group. Maple intends to pursue the combination of TMX Group with Alpha Group and CDS as soon as possible following the completion of the offer. Although Maple's offer is not conditional on the concurrent combination with Alpha Group and CDS, Maple intends to seek the required regulatory approvals, including Competition Act and securities regulatory approvals from the Autorité des marchés financiers and the Alberta, British Columbia and Ontario Securities Commissions, for such combinations, and the offer will be conditional on receipt of such regulatory approvals. Maple intends to commence the process of making its regulatory applications shortly.

In addition to the regulatory approvals described above, the offer will be subject to customary conditions, including the tender of at least 66 2/3% of the outstanding TMX Group common shares. Neither the offer, nor the subsequent combination of Alpha or CDS, requires approval under the Investment Canada Act.

Maple will provide additional details about its offer in a take-over bid circular that will be mailed to all TMX Group shareholders shortly. For more information, investors should also review Maple's May 15, 2011 press release and investor presentation, as well as Maple's May 13, 2011 letter outlining its proposal to the TMX Group Board of Directors, copies of which are available at www.abetterexchange.com.

About Maple Group Acquisition Corporation

Maple Group Acquisition Corporation was formed by Alberta Investment Management Corporation, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), National Bank Financial Inc., Ontario Teachers' Pension Plan Board, Scotia Capital Inc. and TD Securities Inc.

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 potential offer described in this press release or otherwise. The potential offer for TMX Group shares described in this press release has not commenced. If and when the offer documents become available, they will contain important information and TMX Group shareholders are urged to read them carefully before any decision is made with respect to any 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 common shares of Maple have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. The common shares of Maple may not be offered, sold or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, unless Maple is satisfied, in its sole discretion, that common shares of Maple can be offered, sold or delivered to a TMX Group shareholder in the United States ("U.S. Shareholder") who elects to receive common shares of Maple or who would otherwise receive common shares of Maple as a result of pro ration, or for its account or benefit, pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such U.S. Shareholder who validly accepts an offer by Maple will receive, in lieu of common shares of Maple to which it would otherwise be entitled under the terms of an offer, the net cash proceeds of the sale of such shares.

An offer to be made by Maple will be 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 "Exchange Act"). Accordingly, an offer by Maple will not be subject to Section 14(d) of the Exchange Act, or Regulation 14D promulgated by the U.S. Securities and Exchange Commission (the "SEC") thereunder. An offer to be made by Maple will be conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E promulgated by the SEC thereunder.

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 and its founding shareholders 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 expected effects of the proposed acquisition of TMX Group by Maple, the proposed subsequent combination with Alpha Group and CDS, and/or the combined group, such as information related to the anticipated effect on financial performance, growth opportunities, expected dividend policy, anticipated synergies, business strategies and the development of new products and services and other statements other than historical facts.

Often, but not always, such forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "scheduled", "targeted", "estimates", "intends", "anticipates", "believes", or variations or the negatives of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved or not be taken, occur or be achieved. Although Maple and its founding shareholders believe that the expectations, assumptions, projections and estimates reflected in such forward-looking information are reasonable, Maple and its founding shareholders can give no assurance that such expectations, assumptions, projections and estimates will prove to be correct. Forward-looking information, by its nature, requires that assumptions be made and is subject to significant risks and uncertainties which may give rise to the possibility that expectations or conclusions will not prove to be accurate and that such assumptions may not be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking information. These factors include: the satisfaction of the conditions to the proposed acquisition of TMX Group, including obtaining required regulatory approvals for the acquisitions of TMX Group, Alpha Group and CDS; 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 those 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; 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 are less favourable than expected and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking 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 founding shareholders 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 founding shareholders 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.

Contact:

Media Contact:
Peter Block
Toronto
416-848-1431

Jean-Sébastien Lamoureux
Montreal
514-843-2368

Investor Contact:
Rudy Sankovic
416-308-7857

Contact

Deborah Allan
Director, Communications and Media Relations
Ontario Teachers' Pension Plan
(416) 730-5347

deborah_allan@otpp.com