- Maple transaction is proceeding
- Recognition orders in place with securities regulators
- “No-action letter” received from Competition Bureau
- TMX Group shareholders urged to tender their shares immediately to the Maple offer before it expires at 5:00 p.m. (Eastern) on July 31, 2012
Maple Group Acquisition Corporation ("Maple") and TMX Group Inc. (“TMX Group”) today announced that the final Notice of Change with respect to Maple‟s proposed transaction has been filed on SEDAR and mailed to shareholders of TMX Group on July 20, 2012. TMX Group shareholders should expect to receive the Notice of Change in the coming days.
TMX Group shareholders are encouraged to take immediate action to tender their shares to the Maple offer prior to its expiration on July 31, 2012. Additional information on the tendering process is available below.
The TMX Group Board of Directors continues to unanimously recommend that shareholders accept and tender their shares under the Maple offer.
Maple and TMX Group have previously announced that they had obtained final recognition orders for their transaction to proceed from the British Columbia Securities Commission (“BCSC”), the Alberta Securities Commission (“ASC”), the Ontario Securities Commission (“OSC”) and the Autorité des marchés financiers ("AMF"), and that a “no action” letter has been received from the Competition Bureau.
Offer to TMX Group shareholders
Maple‟s offer to acquire a minimum of 70% and a maximum of 80% of the shares of TMX Group for $50 in cash per share is open until 5:00p.m. (Eastern Time) on Tuesday, July 31, 2012, unless further extended or withdrawn. Maple expects to be in a position to take up TMX Group shares deposited under the offer on July 31, 2012, subject to the satisfaction of the 70% minimum tender condition and the satisfaction or waiver of the other conditions of the offer.
Minimum and Full Deposit Elections
The Maple transaction is an integrated acquisition transaction to acquire 100% of the TMX Group shares involving the first step offer for a minimum of 70% and a maximum of 80% of the outstanding TMX Group shares followed by a second step share exchange transaction pursuant to a court-approved plan of arrangement under which the remaining TMX Group shares will be exchanged for common shares of Maple ("Maple Shares").
Maple‟s offer includes a minimum tender condition that requires 70% of TMX Group shares outstanding be deposited to the offer. Maple recognizes that TMX Group shareholders who support the offer may also want to retain as many of their TMX Group shares as possible in order to participate in the successor company and its ongoing upside potential. Accordingly, the offer includes a “minimum deposit” election designed to provide TMX Group shareholders with the opportunity to support Maple‟s transaction by having only the minimum number of TMX Group shares acquired for cash while still satisfying the minimum tender condition.
Shareholders that support the Maple transaction should accept the Offer, tender their TMX Group shares under the Offer and make either the Full Deposit Election or the Minimum Deposit Election.
Shareholders that would like to receive as much cash as possible for their TMX Group shares pursuant to the Maple transaction should make the Full Deposit Election. Shareholders that would like to support the Maple transaction but would like to receive as many Maple Shares as possible for their TMX Group shares pursuant to the Maple transaction should make the Minimum Deposit Election.
Time to Act
TMX Group shareholders are encouraged to immediately deposit their shares to the Maple offer:
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 July 31, 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 July 31, 2012.
Questions and requests for assistance may be directed to the Information Agent for the Offer, Kingsdale Shareholder Services Inc. (the „„Information Agent‟‟) 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: contactus@kingsdaleshareholder.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, and a further Notice of Extension dated May 31, 2012. These documents are available at www.abetterexchange.com. Maple also expects to mail and file a further Notice of Change next week, which will also be available at www.abetterexchange.com.