Maple and TMX Group Announce Completion of Offer
TMX Group Limited, formerly Maple Group Acquisition Corporation and TMX Group Inc. announced the expiry of the deposit extension period 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.