TMX Board Approves Maple Deal

A major hurdle surrounding the proposed TMX-Maple Group transaction has been cleared.



The board members of TMX Group have accepted the takeover offer from Maple Group, five months after the offer was initially made.



TMX Group, the operator of the Toronto Stock Exchange, has entered into a support agreement with proposed suitor Maple Group regarding a deal for all of TMX’s outstanding shares, in a transaction valued at $3.8 billion.



“Through this transaction, we diversify our business, accelerate our growth, and position ourselves as a global player,” said Thomas Kloet, TMX chief executive officer in a conference call. “Maple shares our vision to build a globally competitive exchange group. We are committed to create a successful marketplace for all Canadians.”



“TMX Group and Maple reached agreement on the strategic direction of the company and addressed issues we had previously identified to the satisfaction of both parties,” said Wayne Fox, chair of the TMX Group board. “The Board has unanimously determined that the Maple offer is in the best interests of the company, our shareholders and stakeholders, and advises our shareholders to accept the Maple proposal. We look forward to working with regulatory authorities towards obtaining approval of a transaction that enhances and strengthens Canadian capital markets.”



The acquisition is far from over, as there are still several regulatory checks to come. Under the deal, Maple has agreed to pay TMX Group a reverse termination fee of $39 million if the transaction fails due to regulatory concerns. Regulatory hearings in Montreal and Toronto are scheduled for the coming weeks.



In addition, TMX shareholders still need to approve the deal. The London Stock Exchange Group bid for TMX also received board approval, but failed to garner the same support from shareholders.



If all the requisite approvals are granted, then the parties hope to close on the deal by early 2012. As part of the support agreement, Maple has extended its offer until Jan. 31, with the possibility of a further three-month extension possible if necessary to obtain the necessary regulatory approvals.