Maple – TMX update: Clearance from Canada’s Competition Bureau; approvals from Ontario and Quebec regulators; transaction still under review in Alberta and British Columbia
- Canada’s Competition Bureau grants clearance for the transaction.
- Ontario Securities Commission concludes review and grants clearance.
- Quebec’s Autorité des marchés financiers to issue recognition orders for Maple’s acquisition of CDS Clearing and Depository Services.
- British Columbia regulator continues review.
- Alberta Securities Commission expects to amend and restate recognition orders.
- Maple also announced the confirmation of Kevin Sullivan, Deputy Chairman of GMP Capital Inc. as a nominee to the Maple Board from the independent investment dealer community.
Canada’s Competition Bureau
On July 4, 2012, Maple Group Acquisition Corporation ("Maple") and TMX Group Inc. (“TMX”) announced the receipt of a No Action Letter from Canada’s Competition Bureau, granting clearance for Maple’s proposed acquisition of TMX to proceed.
The Competition Bureau advised that, following an extensive review of the Maple proposal, and in light of the Ontario Securities Commission’s (“OSC”) recognition orders, the Bureau does not, at this time, intend to challenge the proposed transactions under Canada’s Competition Act.
The No Action Letter follows the approval by the OSC of final recognition orders with respect to Maple's proposed acquisition of TMX Group, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha") and The Canadian Depository for Securities Limited ("CDS").
The Bureau noted that it had conducted its own review of the proposed transactions, and that the measures contained in the OSC's final recognition orders materially change the regulatory environment sufficiently to substantially mitigate the Bureau’s serious competition concerns.
As with all transactions that receive a No Action Letter, the Competition Act provides a one year period following completion of the transaction during which the Commissioner of Competition may bring the matter before the Competition Tribunal. The No Action Letter does not impose any conditions or restrictions on Maple, and Maple has advised that it has accepted the Competition Bureau’s clearance.
Ontario Securities Commission
The OSC has concluded its review of Maple’s application for recognition and the final recognition orders outline the enhanced oversight program that the OSC has determined is necessary. On July 4, 2012, the OSC published final orders that recognize Maple Group Acquisition Corporation, TMX Group Inc., TSX Inc., Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as exchanges, and also recognize Canadian Depository for Securities Ltd. and CDS Clearing and Depository Services Inc. as clearing agencies. Both orders are subject to terms and conditions.
This follows an extensive review by the OSC of Maple’s proposal to acquire the TMX, Alpha and CDS, focusing particularly on the impact of the proposal on the public interest. The OSC solicited input through two written comment periods and in-person policy hearings.
Quebec Autorité des marchés financiers
The Autorité des marchés financiers (“AMF”) has advised that it intends to issue a final recognition order approving Maple’s proposed acquisition of CDS. The AMF previously published final recognition orders with respect to Maple’s proposed acquisition of TMX Group and Alpha on May 3, 2012.
Maple has indicated that if the AMF’s CDS order is published in its expected form, Maple would accept it. This follows the publication by the AMF of final recognition orders with respect to Maple's proposed acquisition of TMX Group and Alpha on May 3, 2012. Combined, these orders provide the terms under which the AMF will permit Maple to operate a combined exchange and clearing group.
British Columbia Securities Commission
Maple’s proposed transaction and undertakings are under ongoing review by the British Columbia Securities Commission (“BCSC”). The BCSC’s public comment period with respect to Maple’s proposed acquisition of TMX Group and related transactions closed June 22, 2012. Maple has advised that it is currently in discussion with the BCSC regarding the BCSC’s proposed terms for recognition orders for TSX Venture and CDS.
Alberta Securities Commission
Maple’s proposed transaction and undertakings are under ongoing review by the ASC. The ASC has stated that it expects to amend and restate its recognition orders for TSX Venture Exchange and Natural Gas Exchange in accordance with Maple's application, with additional provisions in the Natural Gas Exchange order to address conflicts of interest. The ASC has also advised that its position is subject to its review of the BCSC’s proposed recognition order for TSX Venture Exchange.
Independent investment dealer nominated to Maple Board
Maple has advised that Kevin Sullivan, Deputy Chairman of GMP Capital Inc. (“GMP”), will serve as a nominee to the Maple Board from Canada’s independent investment dealer community.
For additional information, please refer to the following releases from Maple, Canada’s Competition Bureau and by securities regulators in Canada’s various provincial jurisdictions:
- Maple and TMX provide regulatory update (July 4, 2012)
- Maple and TMX obtain clearance from competition bureau (July 4, 2012)
- OSC publishes recognition orders for Maple transaction (July 4, 2012)
- Competition Bureau completes review of proposed Maple-TMX transaction (July 4, 2012)
- Proposed acquisition of TMX Group Inc. by Maple Group Acquisition Corporation - AMF issues decision regarding CDS (July 4, 2012)
- BCSC publishes proposed recognition orders regarding Maple Group application (May 24, 2012)
- ASC Notice 21-702 Proposed Acquisition of TMX Group Inc., Alpha Trading Systems Limited Partnership, Alpha Trading Systems Inc. and the Canadian Depository for Securities Limited by Maple Group Acquisition Corporation (May 14, 2012)
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