The operator of the Toronto Stock Exchange has agreed to support Maple Group‘s C$3.8 billion ($3.8 billion) buyout proposal after a prolonged takeover battle and a failed attempt to merge with the London Stock Exchange, Reuters reports.
(Reuters) – The operator of the Toronto Stock Exchange has agreed to support Maple Group’s C$3.8 billion ($3.8 billion) buyout proposal after a prolonged takeover battle and a failed attempt to merge with the London Stock Exchange .
TMX Group, will also owns the TSX Venture Exchange for small-capitalization issues, will now urge shareholders to vote for the deal. The current offer price and deal structure will remain substantially the same, the companies said in a joint statement.
“TMX Group and Maple reached agreement on the strategic direction of the company and addressed issues we had previously identified to the satisfaction of both parties,” said Wayne Fox, TMX Group’s chairman in a statement.
Maple has addressed questions related to corporate governance raised by TMX’s board, including the appointment of an independent chairman and the inclusion of four independent members of the TMX Board, the statement said.
The Maple Group’s members have also agreed to standstill agreements that will block them from raising their ownership in TMX for a period of five years post closing.
The proposal by the Maple Group, a consortium group of 13 Canadian financial institutions and pension funds, was initiated in May. It would create an integrated group offering trading, clearing, settlement and depository services for a broad array of financial instruments, the companies said.
TMX Group said it would also support Maple’s bid to win the necessary regulatory approvals. Earlier this month, Maple submitted applications to regulators in Ontario, Quebec, Alberta, and British Columbia tied to its bid.
The takeover requires approval from each, as well as from the federal Competition Bureau.
Maple’s offer has been extended to Jan. 31.
Four independent members of the TMX Group board would join the Maple board. At least 50 percent of the proposed 15-member board of Maple will be independent, consistent with current TMX Group governance, the companies said.
The board will also include four nominees from Maple pension fund investors, at least one nominee from Canada’s independent investment dealer community, four nominees from Maple bank-owned participating organizations and the chief executive.
The battle for TMX began in February with a friendly $3 billion offer from the operator of the London Stock Exchange. LSE eventually withdrew its bid when it failed to gain sufficient shareholder support.