WRAPUP 3-LSE bid on knife edge as TMX battle heats up

Thu Jun 23, 2011 2:12pm EDT

* ISS proxy firm backs LSE/TMX deal

* TMX shareholder June 30 vote a "close call" - analyst

* TMX stock hits year high, LSE shares buck weak market

(Adds detail)

By John McCrank and Luke Jeffs

TORONTO/LONDON, June 23 (Reuters) - A brace of sweetened offers has failed to sway shareholders in the race to buy the operator of Canada's biggest stock exchange, and time is running out ahead of a June 30 shareholder vote.

Shareholders said the London Stock Exchange (LSE.L) must raise its friendly bid for TMX Group (X.TO) significantly before they will back the proposal, which now includes a welcome cash element in the shape of a special dividend.

But anti-trust concerns could derail the second offer, a now-sweetened proposal from a consortium of Canadian banks, pension funds and financial services firms.

"From a game perspective or a strategy perspective, they're now basically where they were before," said Alison Crosthwait, director of global trading strategy at Instinet, which runs Canada's second biggest alternative trading system.

She added: "What surprises me is that increasingly I'm hearing a little bit of 'Perhaps, neither of the bids will happen...' So there's still risk in this." <^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ BREAKINGVIEWS [ID:nL3E7HN18N] FACTBOX-Key players in TMX battle [ID:nN02238198] INSTANT VIEW [ID:nN1E75L1DQ] TIMELINE r.reuters.com/qyp32s Graphic of TMX market share r.reuters.com/kyd89r How LSE, Maple bids stack up r.reuters.com/vys32s ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^>

The battle for TMX Group is part of a global wave of consolidation of exchanges seeking to expand geographically and in terms of the products they offer.

LSE Chief Executive Xavier Rolet wants to beef up the London bourse to fight off rivals, nimble new market entrants and predators. He says his "merger-of-equals" will create a trans-Atlantic powerhouse in mining and energy equities.

NET BENEFIT

The offer, if approved by shareholders from both companies at separate June 30 meetings, must still be approved by Canadian Industry Minister Christian Paradis, who has to decided if the deal is of net benefit to Canada.

The 13-member Canadian Maple Group consortium says the LSE proposal will leave a key Canadian asset in foreign hands.

In back-to-back sweeteners on Wednesday, the LSE added a cash component to its all-stock bid in the shape of dividends to shareholders of both exchanges, bringing the bid's value to just under C$49 a share.

Maple responded hours later by raising its cash-and-stock offer to C$50 a share, from C$48.

"I told (the LSE) they'd better bump the price or get off the deck," said Richard Fogler, a large TMX shareholder who said he met with the LSE on Wednesday.

Fogler, president of Kingwest & Company investment firm in Toronto, added: "If the LSE wants to win, they have to change their price."

ISS, a proxy advisory firm with influential shareholder clients, recommended the LSE proposal and said it would yield cost savings, new issuer listings and beef up the group's global position. [ID:nN1E75M02E]

TMX stock was up 2.4 percent in Toronto at C$45.30 a share. LSE shares were broadly flat at 953.5 pence, bucking a weaker FTSE 250 .FTMC index.

Nevertheless, market experts believe LSE's Rolet has played his last card. Given he has to win two thirds of the Canadian investor vote next week, one banker said the prospects of a successful TMX deal "did not look good".

TMX investors quizzed by Reuters over the last week have tended to prefer Maple's offer, although they said the below-bid TMX share price reflects market uncertainty.

"These things are always decided on the basis of price," said Thomas Caldwell, chairman of Caldwell Securities. "Most traders will take one in the hand versus two in the bush."

ANTI-TRUST CONCERNS

Maple wants to wrap Alpha, Canada's largest alternative trading platform, and clearing house CDS, both of them largely owned by its members, into the new exchange.

That will give Maple more than 80 percent of Canadian stock trading and make the offer subject to anti-trust review.

Analysts said the LSE's special dividend -- 84.1 pence per LSE share and C$4.0 per TMX share -- added a welcome cash element to the bid. But it did not raise the offer and also meant the company would have to borrow to pay for it.

"The LSE dividend has nothing to do with the value of the deal, rather the dividend means only cash for shareholders and a more leveraged business. The tax benefit is the only way the dividend makes the offer more attractive," said Numis Securities analyst James Hamilton.

Michael Smedley, a TMX shareholder and chief executive of Morgan Meighen & AssociatesOne, said LSE's best strategy might be a bid for time while it regroups.

"It would seem incongruous that there would be a positive vote for the merging on the 30th, because if it were, it would end the process," said Smedley.

A spokeswoman for the LSE declined to comment on the latest developments. Analysts have long said the robust LSE share price reflects market hopes that the Canadian bid will fail, turning the LSE into a takeover target. ($1=$0.98 Canadian) (Writing by Pav Jordan, additional reporting by Solarina Ho; editing by Janet Guttsman)