* 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
"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
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