The Ontario Securities Commission will review the TMX Group Inc. proposal to merge with London Stock Exchange PLC independently of the Ontario government and will consider the deal from a "regulatory" perspective, chairman Howard Wetston said Wednesday.
Mr. Wetston said the commission will hold its own public hearings on the merger proposal, likely beginning after the Ontario government's separate review of the deal is completed in April, and will also seek written submissions from the public.
"Let me make it clear that we will review all aspects of the transaction - including the proposed structure - to ensure that we are satisfied that any changes are in the public interest," Mr. Wetston said in a speech to the Economic Club of Canada in Toronto.
He told reporters after his remarks that he anticipates the OSC will consider different aspects of the merger than an all-party committee of provincial politicians, who announced earlier in the week they will hold public hearings to review the deal.
He said the OSC will focus on regulatory issues including corporate governance, share ownership and market integrity.
Mr. Wetston said he could not define what he considers to be the "public interest" in terms of the merger, but said, "I sure know it when I see it."
The merger agreement requires OSC approval because the TSX is not allowed to be more than 10-per-cent-owned by any entity without approval of both the Ontario and Quebec securities regulators.
Although the OSC is a provincial government agency, Mr. Wetston insisted the commission will examine the deal independently and its conclusions do not necessarily have to be the same as those reached by the province's review committee.
"We will exercise an independent judgment with respect to our authority," Mr. Wetston said.
However, he said the Ontario all-party committee's report "may inform the commission's deliberations" during its review, depending on its focus.
The all-party committee is expected to report on its conclusions by April 7. Mr. Wetston said he does not anticipate the OSC's public hearings will begin until after that report is completed.
He said the OSC is co-ordinating its review with the other provincial regulators that must also approve the merger, but said he does not anticipate the commissions will hold joint hearings.
TMX GROUP (X)
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