TMX Completes Subsequent Arrangement
TMX Group Inc. and TMX Group Limited have completed last week their previously announced second step plan of arrangement transaction.
Pursuant to the Arrangement, TMX Group Limited acquired 14,939,964 common shares of TMX Group Inc. representing all of the outstanding TMX Group Inc. shares (other than the 59,759,757 TMX Group Inc. shares already held by TMX Group Limited) in exchange for common shares of TMX Group Limited, on a one-for-one basis. As a result, TMX Group Limited now owns 100% of the TMX Group Inc. shares. This announcement comes following the approval of the Arrangement by TMX Group Inc.’s shareholders on September 12, 2012 and the issuance of a final order of the Ontario Superior Court of Justice on September 13, 2012 approving the Arrangement.
Under the terms of the Arrangement, former TMX Group Inc. shareholders will receive one TMX Group Limited common share in exchange for each TMX Group Inc. share held.
Toronto Stock Exchange (“TSX”) has conditionally approved the listing of TMX Group Limited shares, which will commence trading on TSX under the current symbol for TMX Group Inc. shares, “X”. TMX Group Limited expects that its listing will be effective as of the open of markets on September 19, 2012.
The TMX Group Inc. shares will be delisted from TSX pursuant to the Arrangement and TMX Group Inc. expects such delisting to be effective as of the close of business on September 18, 2012. In addition, TMX Group Inc. will apply for and will make the required filings with the relevant Canadian securities regulatory authorities in order for TMX Group Inc. to cease to be a reporting issuer or the equivalent in the relevant Canadian provinces and territories.
Registered TMX Group Inc. shareholders who have not yet sent letters of transmittal accompanied by original TMX Group Inc. share certificates to the depositary for the Arrangement, CIBC Mellon Trust Company, are reminded that they should do so promptly in order to receive TMX Group Limited shares under the terms stipulated in the management information circular addressed to TMX Group Inc. shareholders dated August 13, 2012. The management information circular and the letter of transmittal are available on SEDAR at www.sedar.com and on TMX Group Inc.’s website at www.tmx.com.