TMX Group Inc. acknowledges the issuance of a circular to its shareholders by Maple Group Acquisition Corporation (Maple), containing Maple's unsolicited formal offer to acquire 70% of the outstanding shares of TMX Group and soliciting proxies to vote against the proposed merger with London Stock Exchange Group plc (LSEG).
The Board of Directors of TMX Group (the Board) will fulfill its fiduciary responsibility and will review the Maple offer and circular and respond to it in a directors' circular on a timely basis. The Board will also reassess whether the Maple formal offer constitutes a superior proposal, or could reasonably be expected to result in a superior proposal. On May 20, 2011, the Board concluded that, under the terms of the merger agreement (Section 5.8) with LSEG, the Maple proposal of May 13, 2011, did not constitute a superior proposal, nor could it reasonably be expected to result in a superior proposal.
TMX Group continues to pursue efforts currently underway to secure the necessary regulatory and shareholder approvals required to complete its merger with LSEG. A vote by TMX Group shareholders has been scheduled for June 30, 2011 and the Board of Directors has unanimously recommended that shareholders vote in favour of the proposed merger.
