Maple and TMX Group Announce Completion of Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
- 80% of outstanding TMX Group shares acquired under Maple offer
- Maple renamed TMX Group Limited
TORONTO, Aug. 10, 2012 /CNW/ - TMX Group Limited, formerly Maple Group Acquisition Corporation ("Maple"), and TMX Group Inc. ("TMX Group") today announced the expiry of the deposit extension period in respect of Maple's offer to acquire up to 80% of the TMX Group shares for $50 per share in cash. Approximately 95.4% of the outstanding TMX Group shares have been deposited under the Maple offer. In accordance with the terms of the offer, Maple has acquired 80% of the outstanding TMX Group shares, and the remaining TMX Group shares deposited under the Maple offer but not acquired by Maple will be returned to TMX Group shareholders. All TMX Group shares that were not acquired by Maple under the offer will be exchanged for shares of Maple on a one-for-one basis pursuant to the subsequent arrangement, as described below.
In addition, Maple was formally renamed TMX Group Limited today, as previously disclosed.
Tom Kloet , Chief Executive Officer of Maple and TMX Group said:
"Our shareholders have overwhelmingly supported the transaction. Work is underway to identify and achieve synergies as well as to chart a path forward for the combined enterprise that serves all participants and clients across Canada and worldwide. A successful integration with tight operational execution combined with innovative product and solution development are our foremost priorities."
Approximately 87.2% of the outstanding TMX Group shares were deposited under the Full Deposit Election made available under the offer, and approximately 8.2% of the outstanding TMX Group shares were deposited under the Minimum Deposit Election.
Since more than 70% of the outstanding TMX Group Shares have been deposited under the offer under the Full Deposit Election, TMX Group Shares deposited under the Minimum Deposit Election will be returned to TMX Group shareholders.
In addition, since more than 80% of the outstanding TMX Group shares have been deposited under the offer under the Full Deposit Election, the number of TMX Group shares to be acquired for $50 cash per TMX Group share has been pro-rated as follows: approximately 91.7% of the TMX Group shares subject to Full Deposit Elections have been acquired for $50 in cash per share, with the remaining approximately 8.3% of the TMX Group shares deposited under such election being returned to the depositing TMX Group shareholders. As an example, a registered TMX Group shareholder that deposited 1000 TMX Group shares under the Full Deposit Election will receive $45,850 in cash (not taking into account any applicable taxes) and have returned to it 83 TMX Group shares. Those TMX shares will be exchanged for Maple shares on a one-for-one basis upon completion of the subsequent arrangement.
Shareholders should expect to receive cash payment through the appropriate intermediaries during the week of August 13, 2012. Any TMX Group shares deposited but not acquired under the Maple offer (including those deposited under the Minimum Deposit Election) will be returned to the depositing TMX Group shareholders.
Maple will use its best efforts to complete the subsequent arrangement within 35 days following expiry of the deposit extension period. The subsequent arrangement is a share exchange transaction pursuant to a court-approved plan of arrangement under which the remaining TMX Group shares held by TMX Group shareholders (other than Maple) will be exchanged for common shares of Maple on a one-for-one basis. Such plan of arrangement will be subject to court approval following a hearing by the court on its fairness to TMX Group shareholders. As more than two-thirds of the outstanding TMX Group shares have been acquired by Maple, shareholder approval of the subsequent arrangement is assured. A management information circular in respect of the subsequent arrangement is expected to be filed and mailed to TMX Group shareholders shortly and the shareholder meeting to consider the subsequent arrangement is scheduled to be held on September 12, 2012. Assuming the required shareholder and court approvals are obtained, the proposed closing date of the subsequent arrangement is September 14, 2012.
Maple, renamed TMX Group Limited, has received conditional approval to list its shares on Toronto Stock Exchange following completion of the subsequent arrangement. Listing of TMX Group Limited shares on Toronto Stock Exchange is subject to the satisfaction of the applicable conditions on or before October 2, 2012.
About TMX Group Limited (formerly Maple Group Acquisition Corporation)
On July 31, 2012, Maple announced that all of the conditions of its offer to acquire TMX Group were satisfied and took up all shares deposited under the offer at that time. In addition, a new Board was appointed for Maple, TMX Group and its principal operating subsidiaries.
On August 1, 2012, Maple announced the completion of the acquisitions by Maple of each of The Canadian Depository for Securities Limited ("CDS") and of Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha"). As a result of these acquisitions, CDS and Alpha have become wholly-owned subsidiaries of Maple.
On August 10, 2012, Maple was renamed TMX Group Limited.
About TMX Group Inc. (TSX-X)
TMX Group's key subsidiaries operate cash and derivative markets for multiple asset classes including equities, fixed income and energy. Toronto Stock Exchange, TSX Venture Exchange, TMX Select, Montreal Exchange, Canadian Derivatives Clearing Corporation, Natural Gas Exchange, Boston Options Exchange (BOX), Shorcan, Shorcan Energy Brokers, Equicom and other TMX Group companies provide listing markets, trading markets, clearing facilities, data products and other services to the global financial community. TMX Group is headquartered in Toronto and operates offices across Canada (Montreal, Calgary and Vancouver), in key U.S. markets (New York, Houston, Boston and Chicago) as well as in London, Beijing and Sydney. For more information about TMX Group, visit our website at www.tmx.com. Follow TMX Group on Twitter at http://twitter.com/tmxgroup.
Caution Regarding Forward-Looking Information
This document contains "forward-looking information" (as defined in applicable Canadian securities legislation). This information is based on the current expectations, assumptions, projections, estimates and other factors that the management of Maple believe to be relevant as of the date of this document. This information is naturally subject to uncertainty and changes in circumstances. The forward-looking information contained in this document includes, but is not limited to, statements relating to the acquisition of TMX Group by Maple, and the effects thereof, and the combination with Alpha and CDS, and the effects thereof, the anticipated benefits and synergies from the Alpha and CDS transactions and other statements other than historical facts. Forward-looking information, including forward-looking information relating to targeted cost synergies, is being provided to help demonstrate the benefits of the Alpha and CDS transactions, but readers are cautioned that such information may not be appropriate for other purposes.
Often, but not always, forward-looking statements and forward-looking information can be identified by the use of the words "expect", "will", "intend", "estimate", "may" and similar expressions. Forward-looking statements are necessarily based upon a number of factors, estimates and assumptions that, while considered reasonable by Maple, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that such forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Maple and/or its subsidiaries to be materially different from the estimated future results, performance or achievements expressed or implied by those forward looking statements and information, and the forward-looking statements and information are not guarantees of future performance. In addition to the risks identified in the press release, these risks, uncertainties and other factors include, but are not limited to: the inability to successfully integrate TMX Group's operations with those of Alpha and CDS, including, without limitation, incurring and/or experiencing unanticipated costs and/or delays or difficulties; inability to reduce headcount, eliminate or consolidate contracts, technology, physical accommodations or other operating expenses, and the failure to realize the anticipated benefits from the acquisition of TMX Group and the acquisitions of Alpha and CDS, including the fact that synergies are not realized in the amount or the time frame anticipated or at all; the regulatory constraints that apply to the business of Maple (including TMX Group, Alpha and CDS); costs of on exchange clearing and depository services, trading volumes (which could be higher or lower than estimated) and revenues; future levels of revenues being lower than expected or costs being higher than expected; conditions affecting the industry; local and global political and economic conditions; unforeseen fluctuations in trading volumes; competition from other exchanges or marketplaces, including alternative trading systems and new technologies, on a national and international basis; foreign exchange rate fluctuations and interest rate fluctuations (including from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; dependence on the economy of Canada; competitive products and pricing pressures; success of business and operating initiatives; failure to retain and attract qualified personnel; failure to implement strategies; dependence on information technology; dependence on adequate numbers of customers; risks associated with clearing operations; inability to protect intellectual property; the adverse effect of a systemic market event on the derivatives business; risks associated with integrating the operations, systems, and personnel of new acquisitions; dependence on market activity that cannot be controlled and/or conditions in the securities market that are less favourable than expected; changes in the level of capital investment; and compliance with the ongoing covenants under Maple's credit facilities. Other factors could also cause actual results to differ materially from those in the forward-looking information. For additional information on such risks, please consult "Risk Factors" found on page 64 of Maple's June 10, 2011 circular, page 2 of Maple's January 31, 2012 Notice of Extension and page 30 of Maple's July 19, 2012 Notice of Change of Information.
Actual results, events, performances, achievements and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this document. Maple and its investors make no representations as to present or future value or the present or future trading price of any security, including Maple shares.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking information as a prediction of actual results. Neither Maple nor TMX Group nor any of their respective affiliated companies undertakes any obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except to the extent legally required.
SOURCE TMX GROUP INC.
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