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Maple Group Acquisition Corporation (Maple) and TMX Group Inc. (TMX Group) provided the following update today on the process for obtaining regulatory approvals of the Maple transaction.
Competition Bureau staff has provided an update to Maple and TMX Group regarding the status of the Competition Bureau's review of the Maple transaction. Staff indicated that it was appropriate to provide this update in light of the pending publication by securities regulators of draft recognition orders for public comment, an important step in the ongoing review of the transaction by regulatory authorities. Staff said that the Competition Bureau is taking into account the process undertaken by the securities regulators, including proposed draft recognition orders which it has discussed with the Ontario Securities Commission (“OSC”).
Competition Bureau staff advised that, while the Bureau has an independent mandate and will complete its own review, it has provided views and input to the OSC for its consideration relating to the potential impact of the Maple transaction on competition. In that context, Competition Bureau staff advised that it is possible that measures contained in the draft recognition orders, if finalized and enforced, may materially change the regulatory environment such that the Bureau's serious concerns may be substantially mitigated. Staff emphasized that the Competition Bureau would consider both the published draft orders and any finalized orders, and that a final decision would not be made until it had completed its process.
Maple continues to work with the OSC, Autorité des marchés financiers ("AMF"), British Columbia Securities Commission ("BCSC") and Alberta Securities Commission ("ASC") to settle the terms of recognition orders and other required regulatory approvals for the Maple transaction. As previously disclosed, the OSC has informed Maple that it intends to publish its draft recognition orders for a 30-day public comment period once those recognition orders have been settled. The AMF has informed Maple that it intends to publish orders approving Maple's acquisition of TMX Group and certain related matters. The AMF also intends to give its approval so that Maple can pursue its acquisition of Alpha and CDS and to publish a notice for a 30-day public comment period with respect to Maple's proposed acquisition of CDS. Maple also understands that each of the BCSC and ASC intends to publish notices with respect to the Maple transaction.
As previously disclosed, under the support agreement with TMX Group, Maple has agreed to use commercially reasonable efforts to obtain all required regulatory approvals, including from the securities regulatory authorities and the Commissioner of Competition, and to accept all conditions, commitments and undertakings necessary to do so, provided they do not result in a "Material Detriment" as defined in the support agreement. There can be no assurance that the terms and conditions of the final recognition orders will not result in a Material Detriment or that remedies short of a Material Detriment will address the issues and concerns raised by the securities regulatory authorities and the Commissioner of Competition. As a result, there can be no assurance that the required regulatory approvals will be obtained.
Maple's offer expires at 5:00p.m. (Eastern Time) on Monday, April 30, 2012, unless further extended or withdrawn. Given the current status of the regulatory approvals, it is apparent that the Maple offer will not be completed by April 30, 2012. In considering any further extensions of the offer beyond April 30, 2012, in addition to assessing the status of the regulatory approval process, Maple must be satisfied with the progress of its discussions with Alpha, CDS and their security holders in respect of the proposed acquisitions of Alpha and CDS, as well as all other circumstances affecting the Maple transaction. It is Maple's current intention to further extend the offer on or before April 30, 2012 if Maple is satisfied with those matters. However, there can be no assurance at this time that the offer will be further extended.
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 Change and Extension dated October 31, 2011, the Notice of Extension dated January 31, 2012, the Notice of Extension dated February 24, 2012, and the Notice of Extension dated March 30, 2012. These documents are also available at www.abetterexchange.com.
