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Maple Group Acquisition Corporation (Maple), a corporation whose investors comprise 13 of Canada’s leading financial institutions and pension funds, today announced that it has filed a Notice of Variation and Extension relating to the previously announced extension of its offer to acquire a minimum of 70% and a maximum of 80% of the shares of TMX Group Inc. (“TMX Group”) (TSX: X) to 5:00p.m. (Eastern Time) on January 31, 2012, unless further extended or withdrawn. The offer is part of an integrated acquisition transaction, valued at approximately $3.8 billion, to acquire 100% of TMX Group shares.
TMX Group shareholders are urged to carefully review the Notice of Variation and Extension to learn more about the commitments Maple has made with respect to corporate governance, risk management, fees, access and continued responsiveness to all market participants. The Notice of Variation and Extension also includes information about the support agreement entered into with TMX Group, and progress Maple has made with respect to the proposed acquisitions of CDS and Alpha Group.
As announced on October 30, 2011, Maple and TMX Group recently entered into a support agreement in respect of the proposed transaction. The TMX Group Board unanimously recommends that TMX Group shareholders accept and tender their shares to the Maple offer.
The Notice of Variation and Extension is being mailed to TMX Group shareholders, and has been filed on SEDAR. A copy is also available at www.abetterexchange.com.
Additional Details about the Maple Offer
In connection with entering into the support agreement, Maple has extended its offer until January 31, 2012. Maple or TMX Group may terminate the support agreement if the Maple offer has not been completed by February 29, 2012, provided that this outside date may be extended to April 30, 2012 in order to obtain the required regulatory approvals.
Maple’s offer is part of an integrated acquisition transaction, the first step of which is to acquire between 70% and 80% of the TMX Group shares for $50 in cash per share, on a pro rated basis, to be followed by a second step court approved plan of arrangement that will provide shareholders (other than Maple) with Maple shares in exchange for their remaining TMX Group shares. The offer remains subject to a non-waivable minimum condition that at least 70% of the TMX Group shares must be tendered to the Offer on or before its final expiry. Assuming the minimum of 70% of the TMX Group shares are acquired for cash under Maple's offer, former TMX Group shareholders would own 41.7% of Maple following the second step plan of arrangement. Assuming the maximum of 80% of the TMX Group shares are acquired for cash under the first step offer, former TMX Group shareholders would own 27.8% of Maple following the second step plan of arrangement.
