Maple Group Acquisition Corporation ("Maple"), a corporation whose investors comprise 13 of Canada’s leading financial institutions and pension funds, today urged shareholders to vote their YELLOW proxies against the London Stock Exchange plc (“LSE”) take-over of TMX Group Inc. ("TMX Group") (TSX: X) before noon Eastern time today in order to ensure that their votes are received in time for Maple to submit them to TMX Group's transfer agent.
Speaking on behalf of Maple’s investors, Luc Bertrand said, “Maple’s offer continues to provide superior value and more upside potential than the LSE take-over, as well as a better outcome for the Canadian capital markets. In order to help preserve the opportunity to accept our superior offer, TMX Group shareholders are encouraged to act now to vote against the LSE take-over.”
On June 22, 2011, Maple enhanced the terms of its offer by increasing the offer price to $50 per share and increasing the number of shares to be purchased for cash under the offer from 70% to a maximum of 80% of the TMX Group shares. The offer remains subject to a non-waivable minimum tender condition of 70% of the TMX Group shares. The offer will be followed by a second step court-approved plan of arrangement providing for a corresponding increase in the value of the share consideration per TMX Group share.
Maple’s offer price represents a premium of approximately 25% over the volume-weighted average price of the TMX Group shares on the Toronto Stock Exchange for the 20 trading days ending on May 12, 2011, the day prior to the date when Maple presented its acquisition proposal to the Board of Directors of TMX Group, and a 30% premium over the implied value of the LSE take-over plan based on the closing price of the shares of LSE and the Bank of Canada noon exchange rate on May 12, 2011.
Maple’s offer remains subject to the condition that the required regulatory approvals are obtained, including Competition Act approval and regulatory approvals from Canadian securities regulatory authorities.
Details of Maple’s enhanced offer are available in Maple’s notice of variation, which has been filed on SEDAR and sent to TMX Group shareholders. A copy of the notice of variation is also be available at www.abetterexchange.com.
Maple Urges TMX Group Shareholders to Vote AGAINST the LSE Take-over Plan
Maple urges TMX Group shareholders to carefully consider the information provided in Maple’s notice of variation and circular and then take two important actions:
1. Vote AGAINST the LSE take-over plan by signing, dating and returning the YELLOW proxy before 12:00 Noon (Eastern time), on June 28, 2011; and
2. DEPOSIT their shares to Maple’s offer before it expires at 5:00 p.m. (Eastern time) on August 8, 2011 (unless it is extended or withdrawn) by following the instructions provided in the circular.
TMX Group shareholders are encouraged to call Kingsdale Shareholder Services if they have questions or would like assistance voting their shares and depositing their shares to the Maple offer. Shareholders can reach Kingsdale by email at contactus@kingsdaleshareholder.com, or by calling toll-free at 1-888-518-1556 (English or Français). Banks and brokers can call collect at 1-416-867-2272.