TMX-Maple Deal Far From Done

Terry Flanagan

While the acquisition of Toronto Stock Exchange’s owner by Maple Group has become friendly, there is still a long road ahead before the deal can be finalized.

Market observers note that the proposed deal between Maple Group and TMX Group is far from over, as there are still several hurdles to pass.

“It was a nice announcement for shareholders, their stock price went up nicely on what was a bad day,” said Chris Damas, analyst and principal at BCMI Research.” This doesn’t change the Competition Bureau process one iota. They’re worried about the market structure and potential market abuse. The fact that it’s friendly doesn’t really change anything.”

TMX Group, the operator of the Toronto Stock Exchange, announced Monday that it had 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. Under the deal, Maple has agreed to pay TMX a reverse termination fee of $39 million if the transaction fails due to regulatory concerns. Regulatory hearings at the Autorité des Marchés Financiers in Montreal and the Ontario Securities Commission in Toronto are scheduled for the coming weeks.

“It was key in today’s announcement that they focused on board composition,” said Damas. “It was a very important part of this agreement, that the chairman of the proposed board is independent as opposed to one of the nominees. It’s an issue that has not gone away.”

In addition to the regulatory approvals, TMX shareholders still need to approve the deal. If 70 percent or more of TMX’s shareholders tender their stock, then the deal would also be considered to have approval from stakeholders.  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.

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