- Strategic combination features funding of approximately US$800 million in cash (plus contribution of BOX stake) from majority owner TMX Group, supported by key MEMX and BOX participants rolling equity into the new combined group
- The expanded US multi-asset class operator will hold three exchange licenses and represents approximately 10% of the US listed options volume
MEMX, an exchange operator and market technology provider, today announced a definitive agreement for TMX Group (TSX:X), a global provider of data, listing services, trading markets, clearing facilities and other services to the global financial community, to make a strategic investment in MEMX. Concurrent with that transaction, BOX*, a US equity options market with both electronic and floor-based trading, will be combined with MEMX, and TMX Group will have an approximately 59% ownership interest in the combined business. The proposed combination will significantly enhance MEMX's capabilities and scale by bringing together two leaders in the US listed options market while providing liquidity for MEMX's existing equity holders through the investment by TMX Group.
Financial Highlights:
- MEMX and BOX delivered combined revenue of ~US$280 million (CAD$391 million)1 and Adjusted EBITDA of ~US$134 million (CAD$188 million)1,2 in 2025.
- Implied transaction value of ~US$2.3 billion (CAD$3.2 billion)3.
- TMX Group and minority equity holders to be granted call and put rights, respectively, starting three years post close.
Jonathan Kellner, CEO of MEMX, will lead the newly combined company. He said, "Bringing BOX's unique electronic and open outcry trading functionality to MEMX's price time and pro-rata exchanges provides enhanced customer functionality and the ability to compete across all of the US options exchange models. Further, this strategic transaction allows us to continue to grow and diversify by developing new products and services with greater scale across our organization. We are pleased to welcome TMX Group's representatives to MEMX's Board of Directors and greatly value their appreciation for our mission to drive innovation and positive competition in the marketplace."
John McKenzie, CEO of TMX Group added: "TMX is a long-standing investor in the US options market, and today we are pleased to announce a significant increase in our stake with the investment in MEMX. This new combination brings together the complementary strengths of two innovative and competitive US venues to advance the development of new solutions across both options and equities, and creates a more formidable exchange group, well-positioned to capitalize on expansion opportunities. For TMX, this transaction is consistent with our purpose to make markets better and empower bold ideas, and fits squarely with our strategy to accelerate global growth and create value for our shareholders."
Under the terms of the agreement, this transaction will create a consolidated U.S. exchange group with an enterprise value of approximately US$2.3 billion. The new entity will be funded by an equity investment from TMX Group of approximately US$800 million, a rollover of TMX's existing equity interest in BOX, committed rollovers from a group of MEMX and BOX investors, comprised of key market participants, and an investment from a new financial partner. The newly combined company will hold three exchange medallions and operate three US listed options exchanges, an equities exchange, as well as a technology business providing market technology and operational support to other market centers. The combined business will continue to operate independently after the transaction is completed. The transaction will be supported by an equity investment from Markets Infrastructure Partners (MIP); ongoing strategic investments from existing MEMX investors: Chicago Trading Company (CTC), IMC, Jane Street, Morgan Stanley, Optiver, Schwab and Virtu Financial; Interactive Brokers (IBKR), an existing investor in BOX; as well as Citadel Securities and Wolverine, who are both existing MEMX and BOX investors. The transaction is expected to close in the second half of 2027, subject to regulatory approval.
Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to MEMX on this transaction. Barclays Capital Inc. is serving as lead financial advisor and BMO Capital Markets Corp. is serving as financial advisor, and Cravath, Swaine & Moore LLP is acting as legal counsel to TMX Group.
*Any references to BOX hereinafter refer to BOX Holdings Group LLC (which wholly owns BOX Options Market LLC), and BOX Exchange LLC collectively
1Based on average USD/CAD of 1.3978 for 2025. Revenue and Adjusted EBITDA are a compilation of unaudited financial information for MEMX and BOX as of December 31, 2025.
2Adjusted EBITDA and Adjusted EPS are non-GAAP measures (see discussion under "Non-GAAP Financial Measures" and "Forward Looking Information") and exclude the impact of acquisition, integration, and related items, amortization of intangibles related to acquisitions, strategic re-alignment expenses, dispute, litigation and related items, and other items.
3Based on USD/CAD exchange rate of 1.4083 as of July 29, 2026.
Teleconference / Audio Webcast
TMX Group will discuss the transaction at its Q2 2026 Financial Results and Analyst Conference Call. The audio webcast of the conference call and Investor Presentation will be available on TMX Group's website at www.tmx.com, under Investor Relations.
Time: 8:00 a.m. - 9:00 a.m. ET on Friday, July 31, 2026
Participants may access the conference call via the webcast link:
https://www.gowebcasting.com/14746
Alternatively, participants may join the live call by dialing 1-833-752-4317 or 1-647-846-2266.
An audio replay of the conference call will be available at 1-855-669-9658 or 1-412-317-0088, access code 2013397.
