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Press release from CNW Group

Maple and TMX Group Obtain Clearance from Competition Bureau

Wednesday, July 04, 2012

Maple and TMX Group Obtain Clearance from Competition Bureau19:11 EDT Wednesday, July 04, 2012AMF publishing final order approving acquisition of CDS/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO./TORONTO, July 4, 2012 /CNW/ - Maple Group Acquisition Corporation ("Maple")and TMX Group Inc. ("TMX Group") (TSX:X) today announced the receipt of a No Action Letter from the Competition Bureau, granting its clearance for Maple's proposed transactions to proceed. The No Action Letter confirms that, following an extensive review of the Maple proposal, and in light of the Ontario Securities Commission's ("OSC") recognition orders finalized today, the Bureau does not, at this time, intend to challenge the proposed transactions before the Competition Tribunal under the merger provisions of the Competition Act.The No Action Letter follows the approval by the OSC of final recognition orders with respect to Maple's proposed acquisition of TMX Group, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha") and The Canadian Depository for Securities Limited ("CDS"). In a statement issued today, the Bureau noted that it had conducted its own review of the proposed transactions, and that the measures contained in the OSC's final recognition orders materially change the regulatory environment sufficiently to substantially mitigate the serious competition concerns the Bureau had previously communicated to Maple. As with all transactions that receive a No Action Letter, the Competition Act provides a one year period following completion of the transaction during which the Commissioner of Competition may bring the matter before the Competition Tribunal.The No Action Letter does not impose any conditions or restrictions on Maple and hence the Competition Bureau's clearance is acceptable to Maple.Maple and TMX Group also today announced that the Autorité des marchés financiers ("AMF") is publishing a final recognition order regarding Maple's proposed acquisition of CDS. If the AMF's CDS order is published in its expected form, Maple would accept it.  This follows the publication by the AMF of final recognition orders with respect to Maple's proposed acquisition of TMX Group and Alpha on May 3, 2012. Combined, these orders provide the terms under which the AMF will permit Maple to operate a combined exchange and clearing group.Speaking on behalf of Maple, Luc Bertrand said, "Competition Bureau clearance and publication of AMF and OSC recognition orders are major milestones in the progress of our transactions.  This progress reflects our commitment to ensuring that our proposed business reflects the interests of all participants in the Canadian capital markets. We look forward to receiving the remaining regulatory approvals."Tom Kloet, Chief Executive Officer, TMX Group said, "We made important progress today after months of hard work with both the Bureau and provincial securities regulators across Canada.  We look forward to obtaining the outstanding approvals and to the important work ahead to create a globally competitive exchange group with strong prospects for growth and international expansion."Regulatory statusAs noted in a press release issued by Maple and TMX Group this morning, the OSC approved final recognition orders with respect to Maple's proposed acquisition of TMX Group, Alpha and CDS.  These orders were published by the OSC earlier today.Maple's proposed transaction and undertakings are under ongoing review by the British Columbia Securities Commission ("BCSC") and the Alberta Securities Commission ("ASC"). As previously disclosed:The BCSC's public comment period with respect to Maple's proposed acquisition of TMX Group and related transactions closed June 22, 2012. Maple continues to discuss proposed terms for the BCSC's recognition orders for TSX Venture Exchange and CDS.The ASC expects to amend and restate its recognition orders for TSX Venture Exchange and Natural Gas Exchange in accordance with Maple's application, with additional provisions in the Natural Gas Exchange order to address conflicts of interest and subject to its review of the BCSC's proposed recognition order for TSX Venture Exchange.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 remaining recognition orders and to resolve outstanding issues and concerns raised by the BCSC and ASC. However, there can be no assurance that the terms and conditions of the remaining 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 those securities regulatory authorities. As a result, there can be no assurance that the required regulatory approvals will be obtained.Offer to TMX Group shareholders Maple's offer to acquire a minimum of 70% and a maximum of 80% of the shares of TMX Group for $50 in cash per share is open until 5:00p.m. (Eastern Time) on Tuesday, July 31, 2012, unless further extended or withdrawn. The offer is part of an integrated acquisition transaction, valued at approximately $3.8 billion, to acquire 100% of TMX Group shares. The TMX Group Board of Directors continues to unanimously recommend that shareholders accept and tender their shares under the Maple offer.As previously disclosed, if all required regulatory approvals are obtained prior to July 31, 2012, Maple expects to be in a position to take up TMX Group shares deposited under the offer on July 31, 2012, subject to the satisfaction of the minimum tender condition and the satisfaction or waiver of the other conditions of the offer. Maple is also seeking to complete the proposed acquisitions of Alpha and CDS concurrently with or as soon as possible following the completion of the Maple offer.TMX Group shareholders are encouraged to immediately deposit their shares to the Maple offer:Beneficial shareholders - If your TMX Group shares are held in a brokerage account or otherwise through an intermediary, you must contact your broker/intermediary immediately and advise them of your instructions for depositing your TMX Shares on your behalf to Maple Group's Offer prior to 5:00 p.m. (Eastern time) on July 31, 2012.Registered Shareholders (who have a physical certificate in their name) - If your TMX Group shares are held in your own name, please complete the Letter of Transmittal (printed on GREEN paper) and deposit it along with your share certificate in the enclosed envelope to the Depositary - Computershare Investor Services Inc. - along with all other documents required by the instructions set out in the Letter of Transmittal prior to 5:00 p.m. (Eastern time) on July 31, 2012.Questions and requests for assistance may be directed to the Information Agent for the Offer, Kingsdale Shareholder Services Inc. (the ''Information Agent'') at 1-888-518-1556 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or by e-mail at contactus@kingsdaleshareholder.com.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 August 8, 2011, the Notice of Extension dated September 29, 2011, the Notice of Variation and Extension dated October 31, 2011, the Notice of Extension dated January 31, 2012, the Notice of Extension dated February 24, 2012, the Notice of Extension dated March 30, 2012, the Notice of Change and Extension dated May 3, 2012, and a further Notice of Extension dated May 31, 2012. These documents are also available at www.abetterexchange.com.About Maple Group Acquisition CorporationThe investors in Maple Group Acquisition Corporation are: Alberta Investment Management Corporation, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Group, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), National Bank Financial & Co. Inc., Ontario Teachers' Pension Plan, Scotia Capital Inc., TD Securities Inc. and The Manufacturers Life Insurance Company.About TMX Group (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.This press release is not intended to and does not constitute or form part of an offer or invitation to sell or purchase any securities, the solicitation of an offer to buy or sell any securities or an offer to exchange or otherwise acquire any securities, in any jurisdiction, whether pursuant to the offer described in this press release or otherwise. Maple's Circular and related notices contain important information and TMX Group shareholders are urged to read them carefully before any decision is made with respect to the offer.The distribution of this press release in jurisdictions other than Canada may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Canada should inform themselves about, and observe, any applicable requirements. This press release does not purport to comply with the laws of any non- Canadian jurisdiction and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Canada.Information for U.S. ShareholdersThe offer is being made for the securities of a Canadian company that does not have securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the offer is not subject to Section 14(d) of the U.S. Exchange Act, or Regulation 14D promulgated by the U.S. Securities and Exchange Commission (the "SEC") thereunder. The offer is being conducted in accordance with Section 14(e) of the U.S. Exchange Act and Regulation 14E promulgated by the SEC thereunder (with settlement being subject to a longer period than would typically apply for securities of U.S. public companies).The Maple shares to be issued to shareholders (including U.S. shareholders) other than Maple pursuant to the plan of arrangement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities law of any state or other jurisdiction of the United States. The Maple shares to be issued pursuant to the plan of arrangement will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available.All dollar references in this press release are in Canadian dollars. On July 4, 2012, the Bank of Canada noon rate of exchange for U.S. dollars was CDN. $1.00 - U.S. $0.9874.Notice to Shareholders in the United Kingdom and European Economic AreaThe offer is only being made within the European Economic Area ("EEA") pursuant to an exemption under Directive 2003/71/EC (together with any applicable adopting or amending measures in any relevant member state (as defined below), the "Prospectus Directive"), as implemented in each member state of the EEA (each, a "relevant member state"), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Directive as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive. Accordingly, in the EEA, the offer and documents or other materials in relation to Maple Shares are only addressed to, and are only directed at, (a) qualified investors in a relevant member state within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in the relevant member state, and (b) persons who hold, and will tender, the equivalent of at least €50,000 worth of TMX Shares (collectively, "permitted participants"). These documents may not be acted or relied upon by persons in the EEA who are not permitted participants.With reference to the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), the offer and any materials in relation to Maple Shares is only directed at persons in the United Kingdom that are (a) investment professionals falling within Article 19(5) of the Order or who fall within Article 49(2)(a) to (d) of the Order; (b) holders of TMX Shares at the time of communication of the offer and such materials; or (c) persons to whom they may otherwise lawfully be communicated (collectively, "relevant persons"). In the United Kingdom, Maple Shares are only available to, and the offer may only be accepted by, relevant persons who are also permitted participants, and as such, any investment or investment activity to which this document relates is available only to, and may be relied upon only by, relevant persons who are also permitted participants.Caution Regarding Forward-Looking InformationThis 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 proposed acquisition of TMX Group by Maple, and the effects thereof, and the proposed subsequent combination with Alpha Group and CDS, and the effects thereof, and other statements other than historical facts. TMX Group has not had access to confidential information relating to Alpha Group, including the terms of the Alpha shareholder agreement. To the extent the information in this document relates to Alpha Group, TMX Group is relying on Maple for the accuracy of that information.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 satisfaction of the conditions to the proposed acquisition of TMX Group, including obtaining required regulatory approvals;the extension of the outside date under the support agreement and the acquisition governance agreement beyond July 31, 2012; failure to acquire Alpha Group or CDS; the inability to successfully integrate TMX Group's operations with those of Alpha Group and CDS, including, without limitation, incurring and/or experiencing unanticipated costs and/or delays or difficulties; 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; and changes in the level of capital investment. 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, and page 2 of Maple's January 31, 2012 Notice of Extension.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 its investors 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.For further information: TMX Group shareholders: Kingsdale Shareholder Services Inc. Toll-free 1-888-518-1556 (English and Français) within North America, or outside North America at 416-867-2272 (collect calls accepted) or by e-mail at contactus@kingsdaleshareholder.com Maple Media Contacts: Peter Block Toronto 416-848-1431 Jean-Sébastien Lamoureux Montreal 514-843-2368 Maple Investor Contact: Rudy Sankovic 416-308-7857 TMX Group Media Contact: Carolyn Quick Director, Corporate Communications 416-947-4597 carolyn.quick@tmx.com TMX Group Investor Contact: Paul Malcolmson Director, Investor Relations 416-947-4317 paul.malcolmson@tmx.com