Mr. Peter Block reports
MAPLE AND TMX GROUP NOTE PUBLICATION OF ALBERTA SECURITIES COMMISSION STAFF NOTICE
Maple Group Acquisition Corp. and TMX Group Inc. have noted the
publication of a staff notice and accompanying news release by the
Alberta Securities Commission with respect to the ASC's continued review of Maple's proposed acquisition of TMX Group and related
transactions.
The staff notice and news release indicate that ASC staff have reviewed
the Maple proposal as it relates to the ASC's oversight of Toronto
Stock Exchange, TSX Venture Exchange and Natural Gas Exchange, and that
the ASC expects to amend and restate its recognition orders for TSX-V and NGE and its exemption order for
TSX in accordance with Maple's application. This is
subject to a review by the ASC of any further changes to Maple's
proposal, any changes to the recognition or exemption orders proposed
by the Ontario Securities Commission, and the Autorite des marches financiers and the pending proposed recognition and exemption orders
from the British Columbia Securities Commission.
The ASC further indicated its intention is to co-ordinate the issuance of
its final orders with the other securities regulators.
The ASC staff notice 21-702 can be found on-line.
Additional information
As previously disclosed, under the support agreement with TMX Group,
Maple has agreed to use commercially reasonable efforts to obtain all
required regulatory approvals, including from the securities regulatory
authorities and the commissioner of competition, and to accept all
conditions, commitments and undertakings necessary to do so, provided
they do not result in a material detriment as defined in the support
agreement. Maple will continue to work to settle the terms and
conditions of the required recognition orders and to resolve
outstanding issues and concerns raised by securities regulators and the
commissioner of competition. However, there can be no assurance that
the terms and conditions of such final recognition orders will not
result in a material detriment or that remedies short of a material
detriment will address the issues and concerns raised by securities
regulators and the commissioner of competition. As a result, there can
be no assurance that the required regulatory approvals will be
obtained.
Maple's offer to acquire a minimum of 70 per cent and a maximum of 80 per cent of the
shares of TMX Group for $50 in cash per share is open until 5 p.m.
(Eastern Time) on Thursday, May 31, 2012. Maple expects to have further
information about the timing for receipt of potential final regulatory
approvals by May 31, 2012, at which time it expects to further extend
its offer to the date on which it expects to take up shares of TMX
Group under the offer. Maple has agreed, under its support agreement
with TMX Group, to continue to extend the expiry date of the offer until
July 31, 2012, if necessary to obtain the required regulatory approvals.
The offer is part of an integrated acquisition transaction, valued at
approximately $3.8-billion, to acquire 100 per cent of TMX Group shares. The
TMX Group board of directors continues to unanimously recommend that
TMX Group shareholders accept and tender their shares under the Maple
offer.
Details of Maple's offer are available in its offer and circular dated
June 10, 2011, as varied by the notice of variation dated June 24,
2011, the notice of change and extension dated Aug. 8, 2011, the
notice of extension dated Sept. 29, 2011, the notice of variation
and extension dated Oct. 31, 2011, the notice of extension dated
Jan. 31, 2012, the notice of extension dated Feb. 24, 2012, the
notice of extension dated March 30, 2012, and the notice of change and
extension dated May 3, 2012. These documents are also available on-line.
We seek Safe Harbor.
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