Canada Competition Bureau Approves Maple Takeover of TMX

Canada’s Competition Bureau approved the C$3.73 billion ($3.68 billion) takeover of TMX Group Inc. (X) by a group of banks and pensions funds, sending shares of the Toronto Stock Exchange owner to its highest level in more than four years.

The Competition Bureau’s decision came after Ontario’s securities regulator approved the plan by Maple Group Acquisition Corp. and TMX to operate as exchanges and a clearing house. Quebec’s regulator, Autorité des Marchés Financiers, later followed with approval of Maple’s takeover of the Canadian Depository for Securities Ltd. clearing house.

TMX rose 3.3 percent to C$48.41 at 4 p.m. trading in Toronto, the highest since February 2008 and edging closer to Maple’s C$50-a-share offer.

The transaction still requires approvals from provincial regulators in British Columbia and Alberta.

“The prospects are excellent now,” Luc Bertrand, Maple chief executive officer, said in a telephone interview. “We’ve done some very good progress and we’ll get there.”

Maple, whose members include Toronto-Dominion Bank (TD), Ontario Teachers’ Pension Plan and Manulife Financial Corp. (MFC), proposes to acquire 70 percent to 80 percent of TMX shares for C$50 a share in a tender offer that expires July 31. The group ultimately intends to buy 100 percent of TMX and integrate it with CDS and Alpha Group, a bank-owned exchange operator that competes with TMX.

No Challenge

“In light of the Ontario Securities Commission’s recognition orders as finalized today, the Competition Bureau does not, at this time, intend to make an application to the Competition Tribunal to challenge the proposed transactions,” the federal department said on its website.

GMP Capital Inc. (GMP), Canada’s second-biggest independent brokerage, withdrew from Maple’s bid to satisfy ownership conditions set by the OSC and Quebec’s Autorité des Marchés Financiers, Maple and TMX Group Inc. said. Toronto-based GMP owned less than 1 percent of Maple.

The regulators said Maple’s board should include no more than 50 percent representation from the original Maple Group. Kevin Sullivan, GMP deputy chairman, will serve as a nominee to Maple’s board from the “independent investment dealer community,” Maple and TMX said.

“This isn’t necessarily a good decision by the Competition Bureau to let the banks own the exchange,” Cameron Webster, who helps manage C$200 million at Calgary-based Sandstone Asset Management Inc., said in a telephone interview. “It’s just suasion -- the more assets you own, the more influence you tend to have.”

To contact the reporters on this story: Andrew Mayeda in Ottawa at amayeda@bloomberg.net; Doug Alexander in Toronto at dalexander3@bloomberg.net

To contact the editor responsible for this story: David Scanlan at dscanlan@bloomberg.net

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