The agreement is consistent with the terms laid out in the initial offer from the TSE that would see the two exchanges remain distinct with the senior market being operated by the TSE and the public venture market continuing to be operated by CDNX. The purchase price to be paid is $50 million or almost $382,000 for each of the 131 outstanding shares of CDNX.
The corporate governance structure for the two exchanges would see one common board of directors and will include the following five current CDNX directors: G. Scott Paterson, current CDNX Chairman of the Board; Bill Hess, current CDNX President and CEO; Ian Brown, CDNX Vice-Chairman of the Board; and John Hagg and Harry Jaako, current CDNX board members. Bill Hess will continue as President of CDNX reporting to TSE President Barbara Stymiest and G. Scott Paterson will become a Vice-Chair of the TSE Board of Directors.
Included in the corporate governance structure is the creation of a CDNX advisory board to the TSE, which will include members who have expertise in and will advise on policy matters relating to the public venture capital market and the role of CDNX. The initial advisory board members are: Advisory Board Chair Ian Brown, John Brock, Sesto DeLuca, Richard Groome, John McCoach, Norman Thompson, Derrick Armstrong, Charlotte Bell, Peter Brown, Bruce McLeod, Bruce Ramsay and Paul Stein. The Chair and the President and CEO of the TSE and the CDNX President will be ex-officio members. It is expected that the advisory board will be expanded to reflect appropriate public and private venture capital expertise and geographic representation from across the country.
Following closing, the local offices of CDNX in Vancouver, Winnipeg and Toronto will be maintained with the head office remaining in Calgary. The TSE also plans to open offices in Calgary and Vancouver.
CDNX will hold its annual general and special shareholders' meeting to consider the agreement on May 29. The meeting will take place in Calgary. The TSE also will hold its annual general meeting the same day in Toronto at which shareholders will vote on the governance changes necessary to complete the transaction.
The Toronto Stock Exchange consistently ranks among the world’s top exchanges by market capitalization and trading volume. In 2000, it was the TSE's best trading year ever as the average daily value topped $3.75 billion. The TSE provides investors with a well-regulated, fair and accessible marketplace.
Headquartered in Calgary, the Canadian Venture Exchange is Canada’s public venture capital marketplace providing emerging companies with access to capital while offering investors a well-regulated market in which to make venture investments. CDNX listed companies are active in the mining, oil and gas, manufacturing, technology, financial services and other sectors. The exchange also has offices in Vancouver, Winnipeg and Toronto.
