Maple Group Acquisition Corporation ("Maple") and TMX Group Inc. (“TMX Group”) today provided an update on upcoming milestones associated with the proposed Maple transaction. 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").
Upcoming milestones
- TMX Group Inc. shareholders are urged to immediately tender their shares to the Maple offer. Information on this process is contained below.
- On July 31, Maple expects to be in a position to take up TMX Group shares deposited under the offer, subject to the satisfaction of the 70% minimum tender condition and the satisfaction or waiver of the other conditions of the offer.
- On July 31, if the above conditions are met, a new Board will be appointed for Maple and a mirror board will be appointed for TMX Group, in keeping with the commitments made to provincial securities regulators.
- Also on July 31, the new Board will appoint the executive team of TMX Group Inc. as executives of Maple Group Acquisition Corporation.
- Tom Kloet, Chief Executive Officer of TMX Group Inc. will be named CEO of Maple Group Acquisition Corporation.
- Maple expects to complete the proposed acquisitions of Alpha and CDS on August 1, 2012.
- If the conditions to the Offer have been satisfied or, as permitted, waived at or prior to the July 31 5:00 p.m. expiry time, Maple will make a public announcement of that fact, and the offer will remain open for a further ten days until 5:00 p.m. on August 10 in order to permit shareholders that have not deposited TMX Group shares on July 31 to deposit their TMX Group shares under the offer.
- Cash payments for the 70-80% of the TMX Group shares acquired by Maple pursuant to the offer will be made on August 10.
- Maple Group Acquisition Corporation will be renamed TMX Group Limited on August 10.
- A meeting of the shareholders of TMX Group Inc. will be held in mid-September (date to be announced) to approve the subsequent arrangement to acquire the remaining TMX Group shares mentioned above. Maple (renamed TMX Group Limited) will own a sufficient number of TMX Group shares to ensure approval of the subsequent arrangement.
- After completion of the subsequent arrangement, TMX Group Inc. will be a wholly-owned-subsidiary of TMX Group Limited.
Additional information will be communicated over the coming weeks as required.
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. The TMX Group Board of Directors continues to unanimously recommend that shareholders accept and tender their shares under the Maple offer.
Minimum and Full Deposit Elections
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 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 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.