Maple deal for TMX clears final regulatory hurdles
Alberta, B.C. sign off on takeover details
TMX Group chief executive Tom Kloet will remain in charge of the company that runs the Toronto Stock Exchange, Maple Group Acquisition Corp. said Thursday as it appeared to set to complete its takeover.
The consortium of a dozen Canadian banks, pension funds and investment firms said Thursday that Kloet will be named CEO of Maple if enough shareholders tender their shares to its takeover offer by a deadline at the end of the month.
As well, Kloet will be joined by his executive team at TMX who will also be named executives at Maple, which expects to change its name to TMX Group Ltd. in August.
"TMX Group shareholders urged to immediately tender their shares to the Maple offer before it expires at 5:00 p.m. on July 31," said a statement issued by both companies on Thursday.
"On July 31, if the above conditions are met, a new board will be appointed for Maple and a mirror board will be appointed for TMX Group, in keeping with the commitments made to provincial securities regulators."
Maple cleared its last major regulatory hurdles Wednesday when securities regulators in B.C. and Alberta signed off on its takeover of the TMX Group.
The company said it has agreed to the terms of the final recognition orders, which focused on the TSX Venture Exchange and the Natural Gas Exchange.
Regulators in Ontario and Quebec, as well as the federal Competition Bureau, approved the deal which values TMX Group at $3.8 billion earlier this year.
The B.C. regulators' conditions include: 25 per cent of the TMX board must have a venture business and at least two directors on the CDS board be independent; the venture exchange will maintain an office in Vancouver, as well as its pledged support for the growth of a Canadian venture market.
Among other conditions, it also requires that the B.C. regulators approve of any changes to rules or fees on the TSX Venture Exchange.
Alberta regulators ordered that the Natural Gas Exchange be recognized as an exchange and a clearing agency under the province's securities laws and that the exchange take steps to address conflicts of interest and confidentiality issues that could arise from the new ownership structure.
It added that terms of its order regarding the venture exchange are similar to those issued by B.C. regulators.
The deal was first proposed more than a year ago after the operator of the London Stock Exchange proposed a merger with the owner of various the Canadian stock exchanges.
When the LSE transaction was defeated by shareholders, the TMX threw its support behind the Maple bid last October.
The investors in Maple 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 Manulife Financial.