Mr. John McKenzie reports

TMX GROUP ANNOUNCES AGREEMENT TO ACQUIRE VETTAFI

TMX Group Ltd. has agreed to acquire the remaining approximately 78 per cent of the common units of VettaFi Holdings LLC, a leading United States-based, indexing, digital distribution, analytic and thought leadership company, for $848-million (U.S.) ($1.15-billion*). This brings the total amount to be paid for full ownership to $1.03-billion (U.S.) ($1.40-billion*), which includes the strategic investments TMX Group made in VettaFi in the first half of 2023 for approximately 22 per cent of the common units.

"The acquisition of VettaFi will add a dynamic new component to our growing information business, with an exciting set of capabilities and a visionary, innovative team committed to client success," said John McKenzie, chief executive officer, TMX Group. "The experience of working together this year has confirmed that TMX and VettaFi are a powerful combination and a tremendous culture fit. Moving forward, the addition of VettaFi increases the depth and value of data-driven insights we provide to clients, expands our digital expertise, and enriches our industry-leading support for [exchange-traded-fund] issuers. From a strategic standpoint, this acquisition accelerates TMX's long-term global expansion, and increases the proportion of revenue derived from our global solutions, insights and analytics division, and from recurring sources."

VettaFi provides a comprehensive suite of global indices through its index factory, robust ETF services, including ETF trends and analytics, a global ETF database, and digital distribution. In addition to providing interactive on-line tools and research, VettaFi offers asset managers an array of indexing and digital distribution solutions to innovate and scale their businesses. Mr. McKenzie and Jay Rajarathinam, chief operating officer, TMX Group, currently sit on the VettaFi board of directors.

"Early on in our relationship with TMX Group, it became clear that not only did we have complementary products and solutions, but our companies also have complementary cultures rooted in like-minded values and ambitious vision," said Leland Clemons, chief executive officer, VettaFi. "Both companies place a premium on putting the client first and moving opportunity into action. I am excited for VettaFi's clients, partners and employees as we begin this next chapter. Together, we will make markets and each other better."

"Today marks an exciting chapter in VettaFi's transformation and is a testament to the leadership team's client focus and commitment to relentless innovation," said Andrew Feller, managing partner of Aretex Capital Partners. "We have enjoyed working side by side with the team to recruit top financial services and technology talent to better serve the asset management community and its broader ecosystem."

Summary financial details:

• Greater than 80 per cent in recurring revenues over the last 12 months through Sept. 30, 2023**;
• Implied total valuation net of expected tax benefit of 15.4 times 2024 equivalent adjusted earnings before interest, taxes, depreciation and amortization; it expects a tax benefit with a net present value of approximately $170-million (U.S.) ($231-million*), primarily representing amortizable acquired goodwill and intangibles**;
• The transaction is expected to be accretive to adjusted earnings per share*** in year one, excluding any synergies;
• Transaction is expected to be financed with committed bank debt up to $1.0-billion (U.S.) ($1.36-billion*) in term loans with $600-million (U.S.) ($814-million*), up to $200-million (U.S.) ($271-million*) and $200-million (U.S.) ($271-million*) maturing 12, 18 and 24 months from closing, respectively; with leverage ratio of approximately 3.5 times after closing and repayment of VettaFi debt, with plans to return to target leverage range two years postclose;
• TMX Group to assume $100-million (U.S.) ($136-million*) of VettaFi debt, which it plans to retire with funds made available to TMX Group under new term loan;
• VettaFi will be included in TMX Group's global solutions, insights and analytics segment.

Completion of this transaction is expected in January, 2024, subject to customary closing conditions.

Evercore served as exclusive financial adviser to TMX Group, and WilmerHale LLP acted as legal counsel to TMX Group. National Bank of Canada, Toronto-Dominion Bank and Bank of Montreal are providing the new committed credit facilities to TMX Group. Barclays served as exclusive financial adviser to VettaFi, and Ropes & Gray LLP acted as legal counsel to VettaFi.

* Based on a Canadian-dollar/U.S.-dollar exchange rate of 1.3574 at Dec. 12, 2023. Actual amounts in Canadian dollars subject to change.

** VettaFi financial information is unaudited and provided by VettaFi management. It may not be prepared in accordance with international financial reporting standards for public companies.

*** Adjusted earnings per share exclude the impact of acquisition and related costs, integration costs, amortization of purchased intangibles, and other items.

Webcast and conference call details

TMX Group will be hosting a webcast to discuss the announced transaction at 8 a.m. EST on Thursday, Dec. 14, 2023. The link to the webcast and the investor presentation is available in TMX Group's shareholder events section.

Phone numbers for the live call are 416-764-8659 or 1-888-664-6392. An audio replay of the conference call will be available at 416-764-8677 or 1-888-390-0541, passcode 629048 followed by the number sign.

Please note that media will be participating in listen-only mode.

Participating in the call:

• Mr. McKenzie;
• David Arnold, chief financial officer, TMX Group;
• Amin Mousavian, vice-president, investor relations and treasury, TMX Group.

The webcast of the conference call will also be available and archived in TMX Group's shareholder events section.

About TMX Group Ltd.

TMX Group operates global markets, and builds digital communities and analytic solutions that facilitate the financing, growth and success of businesses, traders and investors. TMX Group's key operations include Toronto Stock Exchange, TSX Venture Exchange, TSX Alpha Exchange, the Canadian Depository for Securities, Montreal Exchange, Canadian Derivatives Clearing Corp. and Trayport, which provide listing markets, trading markets, clearing facilities, depository services, technology solutions, data products and other services to the global financial community. TMX Group is headquartered in Toronto and operates offices across North America (Montreal, Calgary, Vancouver and New York), as well as in key international markets, including London, Singapore and Vienna.

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