OSC gives approval sets operating conditions for Maple Group takeover of TMX

TORONTO — Maple Group Acquisition Corp. says the Ontario Securities Commission has approved final recognition orders with respect to Maple’s proposed acquisition of TMX Group, operator of Canada’s major stock exchanges.The orders, expected to be published later Wednesday, set out the terms under which Maple will be permitted to operate a combined exchange and clearing group involving the TMX along with the alternative Alpha Trading Systems Inc. and the Canadian Depository for Securities Ltd.“Maple and the Maple investors are in agreement with the expected final forms of these orders applicable to them,” according to a statement issued by the group, a consortium of some of Canada’s largest pension funds, banks and other financial institutions.Quebec’s securities regulators, the Autorite des marches financiers, previously published final recognition orders with respect to Maple’s proposed acquisition of TMX Group and Alpha.Maple and the TMX Group said they have since been advised that the AMF intends to also soon issue a final recognition order approving Maple’s proposed acquisition of CDS.The recognition orders follow comprehensive reviews that included public hearings and public comment periods.However, the proposed takeover and mergers remain under review by the British Columbia Securities Commission, the Alberta Securities Commission and the federal Competition Bureau.“We are very pleased with the strong progress being made to secure the necessary regulatory approvals,” said Maple Group chief spokesman Luc Bertrand.“We hope to receive the remaining approvals shortly and look forward to beginning the work to implement our vision for a more globally competitive exchange in Canada.”TMX CEO Tom Kloet said the recognition orders would provide enhanced regulatory oversight “and the foundations upon which we will build an efficient and globally competitive exchange group.”Meanwhile, Maple also confirmed that Kevin Sullivan, deputy chairman of GMP Capital Inc., will serve as a nominee to the Maple Board from the independent investment dealer community.In order to satisfy a requirement in the final OSC and AMF recognition orders that the Maple Board include no more than 50% representation from the original Maple shareholder group, GMP has agreed to withdraw from the Maple investor group.GMP’s investment in Maple, which represented a less than 1% stake, will be taken up by the other Maple investors, none of whom will own greater than 10%.Under the deal, 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 p.m. eastern time on July 31 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 investors in Maple Group Acquisition Corporation are the Alberta Investment Management Corp., Caisse de depot et placement du Quebec, the Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Group, Dundee Capital Markets Inc., Fonds de solidarite des travailleurs du Quebec, National Bank Financial & Co. Inc., Ontario Teachers’ Pension Plan, Scotia Capital Inc., TD Securities Inc. and The Manufacturers Life Insurance Company.