June 29, 2011 (TORONTO) – TMX Group Inc. has agreed with London Stock Exchange Group plc (LSEG) to terminate their merger agreement.
A majority of shareholder votes cast by proxy prior to the June 28, 2011 proxy cutoff supported the merger resolution; however, it is clear that the two-thirds threshold required to approve the merger would not have been achieved.
The TMX Group Annual Meeting scheduled for 10:00 am on June 30, 2011 will proceed as planned; however, the formal shareholder vote on the merger with LSEG will not take place.
Commenting on the announcement, TMX Group CEO Tom Kloet said:
“The TMX Group management and board believe that the TMX-LSEG merger would accelerate our business strategy and create shareholder value, while enhancing the performance of Canada's capital markets. Although we will not join forces with LSEG, our business is strong and I have enormous confidence in the continued success of our company.”
TMX Group will continue to pursue its growth objectives and the TMX Group Board will review the Company's opportunities, including the offer from Maple Group Acquisition Corporation (Maple).
In terminating the merger agreement, TMX Group has agreed to pay a $10 million expense fee to LSEG, as well as a further $29 million fee to LSEG if, within 12 months, either the Acquisition Proposal (as defined in the merger agreement) made by Maple is consummated or TMX Group enters into an agreement in respect of the Acquisition Proposal and that agreement is later consummated. This expense fee would have become payable by TMX Group under the merger agreement if TMX Group shareholder approval of the merger had not been obtained.