* Cash and equity Offer is for C$48 a share
* Prorated offer is C$33.52 cash plus 0.3016 Maple share (Adds details of bid, company, legal comment, byline)
By Pav Jordan
TORONTO, May 15 Maple Group Acquisition Corp, a consortium of Canadian banks and pension funds, said its takeover proposal for the TMX Group valued the nation's largest stock market operator at C$3.6 billion.
The all-Canadian, cash and equity takeover proposal from Maple Group offers C$48 a share for TMX Group (X.TO) and trumps a friendly $3 billion bid from the London Stock Exchange (LSE.L), which critics say would move control of the country's largest stock market to London.
"We believe our offer constitutes a superior proposal under which shareholders would receive cash, plus the opportunity to continue to participate in the company's ongoing growth," Maple spokesman Luc Bertrand, vice-chairman of National Bank Financial Group, said in a statement on Sunday.
On completion of the transaction, shareholders of TMX Group (X.TO) would own about 40 percent of Maple's outstanding shares. Pension fund investors would own about 35 percent and the bank-owned investment dealers would own 25 percent.
No shareholder of Maple would own more than 10 percent of Maple's total shares outstanding, Maple said.
Maple said its counterbid proposal also contemplates a combination of TMX Group with Alpha Group, an alternative trading system founded by Canada's biggest banks and the Canadian Pension Plan Investment Board.
A lawyer watching the situation said that could pose a challenge from the regulatory standpoint, but was not a likely deal-breaker.
"The Competition Bureau has its requirements, but I expect the worse that could happen here is that they would demand certain conditions be put in place," said a lawyer from one of Canada's largest corporate law firms who has been watching the situation. He asked to remain anonymous because it was against his company's policy to comment on such matters.
The Maple Group said it consists of five pension funds -- including Alberta Investment Management Corporation, Caisse de depot et placement du Quebec, Canada Pension Plan Investment Board, Fonds de solidarite des travailleurs du Quebec (F.T.Q.) and Ontario Teachers' Pension Plan Board.
Banks on the deal include CIBC World Markets, National Bank Financial, Scotia Capital and TD Securities Inc.
Maple said that under the terms of its proposal it would acquire all of the issued and outstanding common shares of TMX Group for $48 in cash per TMX share or one common share of Maple per TMX share, in each case subject to pro ration.
The maximum cash payable under the proposal is C$2.5 billion and the maximum number of Maple shares issuable is 22.5 million.
On a prorated basis, Maple said each TMX Group share would be exchanged for C$33.52 in cash plus 0.3016 of a Maple share. It said the proposal represented a 24 percent premium to the implied value of the LSE's offer.
(Reporting by Pav Jordan in Toronto; Editing by Richard Chang)
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