Maple Announces Completion of Acquisitions of CDS And Alpha

Published on Wednesday, 01 August 2012 16:34 Written by TradersHuddle Staff

TORONTO, Aug. 1, 2012 /CNW/ - Maple Group Acquisition Corporation ("Maple"), to be renamed TMX Group Limited on August 10, 2012, today announced the completion of the acquisition by Maple of each of The Canadian Depository for Securities Limited ("CDS") and of Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha").

This follows the announcement by Maple and TMX Group on July 31, 2012 that all conditions to Maple's offer to acquire up to 80% of the shares of TMX Group Inc. ("TMX Group") had been satisfied and that Maple had taken up all of the TMX Group shares deposited under the offer.   Maple will, upon expiry of the deposit extension period under the offer, acquire a total of 80% of the TMX Group shares.

Maple has acquired CDS for an aggregate consideration of $167.5 million. The CDS amalgamation agreement was ratified by shareholders at a meeting on July 31, 2012. The aggregate consideration paid by Maple for the acquisition of Alpha is $175 million, pending conclusion of the previously disclosed arbitration proceedings to be completed in respect of certain Alpha securityholders, which may result in an additional amount being payable to the applicable holders in excess of the amount already paid to them.

Tom Kloet, Maple and TMX Group CEO, said: "We welcome the teams and businesses to our group of companies and look forward to working with them on expanding the suite of products and services we offer."

Caution Regarding Forward-Looking Information

This 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 and CDS, and the effects thereof, the anticipated benefits and synergies from the Alpha and CDS transactions and other statements other than historical facts. Forward-looking information, including forward-looking information relating to targeted cost synergies, is being provided to help demonstrate the benefits of the Alpha and CDS transactions, but readers are cautioned that such information may not be appropriate for other purposes. TMX Group has not had access to confidential information relating to Alpha, including the terms of the Alpha shareholder agreement. To the extent the information in this document relates to Alpha, 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 inability to successfully integrate TMX Group's operations with those of Alpha and CDS, including, without limitation, incurring and/or experiencing unanticipated costs and/or delays or difficulties; inability to reduce headcount, eliminate or consolidate contracts, technology, physical accommodations or other operating expenses, and the failure to realize the anticipated benefits from the acquisitions of TMX Group, Alpha and CDS, including the fact that synergies are not realized in the amount or the time frame anticipated or at all; the regulatory constraints that will apply to the business of Maple upon the initial take up of TMX Group shares under the Maple offer and completion of the Alpha and CDS transactions; costs of on exchange clearing and depository services, trading volumes (which could be higher or lower than estimated) and revenues; 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; changes in the level of capital investment; and compliance with the ongoing covenants under Maple's credit facilities. 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, page 2 of Maple's January 31, 2012 Notice of Extension and page 30 of Maple's July 19, 2012 Notice of Change of Information.

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.

About Maple Group Acquisition Corporation

On July 31, 2012, Maple announced that all of the conditions of its offer to acquire TMX Group were satisfied and took up all shares deposited under the offer.  A new Board was then appointed for Maple, TMX Group and its principal operating subsidiaries. Maple will be renamed TMX Group Limited on August 10, 2012.

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, Alpha, The Canadian Depository for Securities, Montreal Exchange, Canadian Derivatives Clearing Corporation, Natural Gas Exchange, Boston Options Exchange, 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 Inc., visit our website at www.tmx.com.  Follow TMX Group on Twitter at http://twitter.com/tmxgroup.

SOURCE TMX GROUP INC.