Maple Group Acquisition Corporation (“Maple”) (since renamed TMX Group Limited) completed its acquisition of TMX Group Inc. (“TMX Group”) pursuant to an integrated two step acquisition transaction, valuing TMX Group at approximately $3.8 billion (the “Maple Acquisition”). The Maple Acquisition comprised an offer (the “Offer”) by Maple to acquire a minimum of 70 per cent and a maximum of 80 per cent of the outstanding TMX Shares in exchange for $50 in cash, followed by a plan of arrangement completed in accordance with the Business Corporations Act (Ontario) pursuant to which the remaining shareholders of TMX Group (other than Maple) exchanged their TMX Group shares for common shares of Maple on a one-for-one basis.
In addition, on August 1, 2012 (following the initial expiry of the Offer on July 31, 2012 and the take up of a majority of the shares of TMX Group), Maple completed the acquisition of The Canadian Depository for Securities Limited (“CDS”) and Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, “Alpha”). The acquisition of CDS was completed by way of an amalgamation of CDS with a subsidiary of Maple, pursuant to which the holders of common shares of CDS were paid a total of $167.5 million. In addition, the previously outstanding preferred shares of CDS were redeemed for total proceeds of $6.1 million. The outstanding securities of Alpha were purchased from the Alpha security-holders for an aggregate consideration of $175 million.
As a condition to the Maple Acquisition and the acquisitions of CDS and Alpha, as applicable, Maple and TMX Group negotiated comprehensive recognition and other orders with the Ontario Securities Commission, Autorité des marchés financiers, British Columbia Securities Commission and Alberta Securities Commission, providing the terms under which Maple will operate the combined integrated exchange and clearing group. These orders were the result of a comprehensive and careful review and public consultation process, and confirm and enhance the extensive ongoing regulatory oversight by securities regulatory authorities.
In connection with the Maple Acquisition and the acquisitions of CDS and Alpha, Maple entered into a credit agreement with National Bank of Canada, as lender, administrative agent and co-lead arranger and joint bookrunner; The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and The Toronto-Dominion Bank, as lenders, co-lead arrangers, joint bookrunners and co-syndication agents; and a syndicate of lenders, providing for a series of credit facilities in an aggregate amount of $1.884 billion.
Maple's original shareholders comprised five of Canada's largest pension funds, four Canadian bank-owned investment dealers, a leading independent broker dealer, Canada's largest financial co-operative group and a leading Canadian-based financial services group. These shareholders are: Alberta Investment Management Corporation (through two subsidiaries), Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), The Manufacturers Life Insurance Company, National Bank Financial & Co. Inc., Ontario Teachers' Pension Plan Board, Scotia Capital Inc. and TD Securities Inc.
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, Montreal Exchange, Canadian Derivatives Clearing Corporation, Natural Gas Exchange, Boston Options Exchange (BOX), 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 US markets (New York, Houston, Boston and Chicago) as well as in London and Beijing.
CDS is Canada's national securities depository, clearing and settlement hub, supporting Canada's equity, fixed income and money markets. CDS and its subsidiaries carry out a variety of activities in the Canadian market, including the operation of a multilateral clearing and settlement system for securities trading in Canada, the provision of various services on behalf of the Canadian Securities Administrators and acting as a source for information on various matters relating to Canadian securities, including with respect to public filings, master security data, certain tax information with respect to mutual fund and limited partnership distributions and shareholder meeting information.
Since 2008, Alpha has operated an alternative trading system (“ATS”) in Ontario. Alpha's ATS services facilitate the trading of equity securities listed on Toronto Stock Exchange and TSX Venture Exchange through a transparent, continuous matching platform. Additionally, in early 2012, Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. were recognized (and/or exempted from recognition) as an exchange by applicable Canadian securities regulatory authorities.
Davies Ward Phillips & Vineberg LLP acted as counsel to Maple and certain of its shareholders, with a team consisting of Vincent Mercier, Steven Harris, Peter Hong, Philippe Rousseau, Matthew Hawkins and Matthew Himel (M&A and securities); John Bodrug and Anita Banicevic (competition); Elie Roth and Christopher Anderson (tax) and Derek Vesey (financial services).
McCarthy Tétrault LLP also acted as counsel to Maple and certain of its shareholders, with a team consisting of Gary Girvan, Graham Gow, Matthew Cumming, Paulina Tam, Leslie Milroy, Don Houston, Oliver Borgers, Richard Higa, Douglas Cannon, Andrew Silverman, Paul Steep and Eric Block.
Blake, Cassels & Graydon LLP acted as competition co-counsel to Maple, with a team consisting of Calvin Goldman, Navin Joneja, Deborah Salzberger and David Rosner.
Paul Findlay with assistance from Alfred Page and David Surat (M&A and securities) and Eric Dufour and David Faye (competition) of Borden Ladner Gervais LLP acted as counsel to Canada Pension Plan Investment Board.
Gowling Lafleur Henderson LLP advised AIMCo with a team that included Vince Imerti, Daniel Hayhurst and Michael Herman.
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as US counsel to Maple and certain of its shareholders, with a team consisting of Matthew Abbott, Edwin Maynard, Mark Bergman and Patricia Vaz de Almeida (corporate and securities); David Sicular and Mashiho Yuasa (tax) and Didier Malaquin (antitrust). Additionally, Weil, Gotshal & Manges LLP acted as US counsel to certain of Maple's shareholders, with a team comprising Michael Aiello, Ellen Odoner, Peter King and Helyn Goldstein.
TMX Group's internal legal team was led by Sharon Pel and included Nicole Rosenberg and Deanna Do-browsky. Torys LLP acted as outside counsel to TMX Group, with a team comprising Richard Balfour, Sharon Geraghty, Aaron Emes, Philip Mohtadi, Jim Miller, Dean Kotwal, Morgan Crockett, Cath-erine De Giusti, Robbie Leibel, William Hooper and Josh Lavine (corporate and securities); Omar Wakil, Linda Plumpton, Jay Holsten and Justin Necpal (competition); Tom Zverina (financial services); Andrew Beck (US securities); James Welkoff, Kathryn Moore and Catrina Card (tax) and Jim Guadiana and David Mattingly (US tax).
Alpha was represented by an in-house legal team consisting of Randee Pavalow and Stacey Hosiak and was represented by Perry Dellelce, Troy Pocaluyko, Rob Wortzman (corporate, M&A and securities) and Mark Wilson (corporate governance) of Wildeboer Dellelce LLP and Chris Hersh (competition) of Cassels Brock & Blackwell LLP as outside counsel.
CDS was represented by an in-house legal team comprising Jamie Anderson and Tony Hoffmann and was represented by Bob Hutchison, Jeff Barnes and Mark Lau of Borden Ladner Gervais LLP as outside counsel.
The lending syndicate to Maple was represented by Fasken Martineau DuMoulin LLP with a team comprising Jon Levin, John Elias, Dev Singh and Bill Bies.
Goodmans LLP acted as Canadian counsel to BMO Capital Markets and Bank of America Merrill Lynch, the joint lead financial advisers to TMX, with a team that included Jonathan Lampe and Bob Vaux (corporate/M&A).