TSX Group Inc. Completes its Combination with Bourse de Montréal Inc.

On May 1, 2008, TSX Group Inc. (TSX Group) completed its business combination with Bourse de Montréal Inc. (MX) to become TMX Group Inc. (TMX Group), a leading integrated multi-asset exchange group. TMX Group will redefine the Canadian capital markets and strengthen its global positioning. Upon the effectiveness of the combination, on May 1, as a result of the elections made by MX shareholders, a total of approximately 15.32 million common shares of TSX Group were issued, and $428.2 million was paid in cash to MX shareholders, for a total aggregate consideration of approximately $1.1 billion. The cash consideration paid by TSX Group pursuant to the combination was financed through credit facilities of up to $480 million arranged by Bank of Montreal and Caisse centrale Desjardins.

TSX Group operates Canada's two national stock exchanges, Toronto Stock Exchange serving the senior equity market and TSX Venture Exchange serving the public venture equity market, as well as Natural Gas Exchange (NGX), a leading North American exchange for the trading and clearing of natural gas and electricity contracts and Shorcan Brokers Limited, the country's first fixed income inter-dealer broker. TSX Group also owns The Equicom Group Inc., a leading provider of investor relations and related corporate communication services in Canada. TSX Group is headquartered in Toronto and maintains offices in Montréal, Calgary and Vancouver.

MX is the Canadian derivatives exchange. MX offers trading in Canadian interest rate, index and equity derivatives. Clearing, settlement and risk management services are provided by an AA rated clearing house, the Canadian Derivatives Clearing Corporation, a corporation wholly owned by MX. MX's integrated trading and clearing services are supported by a proprietary suite of exchange technologies, known as SOLA®. MX also has interests in the Boston Options Exchange (BOX), a US automated equity options market, for which MX is the technical operator; the Canadian Resources Exchange (CAREX), a corporation created with the New York Mercantile Exchange (NYMEX) that is dedicated to developing the Canadian energy market; and the Montréal Climate Exchange (MCeX), a joint venture with the Chicago Climate Exchange®, aiming to establish the leading market for publicly traded environmental products in Canada.

TSX Group was represented by Senior Vice President, Legal and Business Affairs Sharon Pel, Director, Legal and Business Affairs Nicole Rosenberg, Director, Regulatory Affairs Deanna Dobrowsky, Assistant Corporate Secretary Nicholas Santini and Legal Counsel Cheryl Graden and Rebecca Brackley; and by Davies Ward Phillips & Vineberg LLP with a team comprised of Maryse Bertrand, Sébastien Roy and Dominique Fortin (corporate finance and securities, M&A), Gillian Stacey, Sylvie Guillemette and Alain Murad (corporate), Brian Bloom and Fred Purkey (tax), Scott Hyman, Mitchell Finkelstein and Brooke Jamison (banking) and George Addy and Christopher Margison (competition). TSX was also represented by Cleary Gottlieb Steen & Hamilton LLP, in the United States with a team comprised of Edward Rosen and Ardith Eymann (regulatory), David Gottlieb and Nathalie Debanne (corporate and M&A), Yaron Reich and Daniel Pilarski (tax) and Mark Nelson (antitrust).

MX was represented by Vice President, Legal Affairs and Secretary Joëlle Saint-Arnault, Assistant Corporate Secretary and Legal Counsel Mélanie Meunier, Legal Counsel Caroline Bilodeau and Legal Adviser Nathalie Rémillard; and by Ogilvy Renault LLP with a team comprised of Marc Lacourcière, Frank Picciola, and Gillett Bradley (corporate and M&A), Andrew Bleau and Peter Wiazowski (corporate, M&A and US securities), Jean Daigle and Amélie Métivier (securities), William Hesler and Christine Dubé (securities and regulatory), Leanne Souquet (intellectual property), Jules Charette and Derek Chiasson (tax), Denis Gascon and Thierry Dorval (competition), Daniel Leduc and John Mastoras (employment) and Martin Rochette (pensions).

Bank of Montreal and Caisse centrale Desjardins were represented by Fraser Milner Casgrain LLP with a team comprised of Russel Kowalyk and Kevin von Bargen (financial services).


Russel Z. Kowalyk Marc Lacourcière Sylvie Guillemette Jean Daigle William Hesler Peter J. Wiazowski Amélie Métivier Frank L. Picciola Andrew Bleau Daniel Leduc Rebecca Brackley Derek Chiasson Alain Murad Christopher Margison Maryse Bertrand Brian Bloom Denis Gascon Mélanie Meunier Thierry Dorval Nicole S. Rosenberg Mitchell P. Finkelstein Christine Dubé Sharon C. Pel Sébastien Roy Scott R. Hyman George N. Addy Caroline Bilodeau Dominique Fortin Jules Charette Brooke Jamison Martin Rochette Kevin von Bargen Fred Purkey John Mastoras


Davies Ward Phillips & Vineberg LLP Cleary, Gottlieb, Steen & Hamilton Norton Rose Fulbright Canada LLP Dentons Canada LLP