TMX Group Announces Filing of Circular for Special Meeting of Shareholders to Approve Subsequent Arrangement
/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO./
- Special meeting of shareholders to be held at 10:00 am on September 12, 2012
TORONTO, Aug. 13, 2012 /CNW/ - TMX Group Inc. ("TMX Group") today announced that it has filed on SEDAR the management information circular ("circular") for the special meeting of TMX Group shareholders to be held on September 12, 2012, where shareholders will be asked to approve the plan of arrangement involving TMX Group ("subsequent arrangement"). The circular is being made available on the TMX Group website at www.tmx.com and is being mailed to TMX Group shareholders.
The subsequent arrangement is a share exchange transaction pursuant to a court-approved plan of arrangement under which TMX Group shares not acquired by TMX Group Limited (formerly Maple Group Acquisition Corporation) ("Maple") and still held by TMX Group shareholders (other than Maple) will be exchanged for common shares of Maple on a one-for-one basis. The subsequent 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. Assuming the required shareholder and court approvals are obtained on September 12, 2012 and September 13, 2012, respectively, the proposed closing date of the subsequent arrangement is September 14, 2012.
Upon completion of the subsequent arrangement, the original Maple investors will hold approximately 77.9% of Maple shares in the aggregate, and the remaining shareholders will hold approximately 22.1% of Maple shares in the aggregate.
About TMX Group Limited (formerly Maple Group Acquisition Corporation)
On August 10, 2012, Maple completed its acquisition of 80% of the TMX Group shares pursuant to the Maple offer and was renamed TMX Group Limited.
Maple has previously completed the acquisitions 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.
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 the Maple shares on Toronto Stock Exchange is subject to the satisfaction of the applicable conditions on or before October 2, 2012.
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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