London Stock Exchange Group plc ("LSEG") today announces that it has agreed with TMX Group Inc. ("TMX Group") to terminate the merger agreement dated 9 February 2011 in relation to their recommended all-share merger of equals.
Based on proxy information received in Canada by TMX Group, a majority of TMX Group shareholder proxies have voted in favour of the merger. However, LSEG and TMX Group believe that the merger is highly unlikely to achieve the required two-thirds majority approval at the TMX Group shareholder meeting.
Proxies received by LSEG in relation to its own shareholder meeting showed an overwhelming majority in favour of the recommended merger. However, due to the termination of the merger agreement, the proposed merger will not proceed and the business set out in the notice of general meeting contained in the LSEG shareholder circular dated 1 June 2011 is now redundant. At the general meeting to be held at 3pm on 30 June 2011 it is intended that the meeting be adjourned indefinitely without the resolutions set out in such notice being put to the vote. It is not therefore recommended that shareholders attend the meeting.
Consistent with the merger agreement, TMX Group will pay LSEG an expense fee of C$10 million. In addition, if within the 12 months following today (i) TMX Group, or one or more of its subsidiaries, enters into a definitive agreement in respect of the acquisition proposal made by Maple Group Acquisition Corporation and such acquisition proposal is later consummated; or (ii) such acquisition proposal shall have been consummated, TMX Group shall pay to LSEG a further C$29 million. Save as provided above, LSEG and TMX Group have agreed to waive all claims against each other under the merger agreement.
Xavier Rolet, Chief Executive of London Stock Exchange Group plc, today said:
"We are clearly disappointed that, despite a majority of both LSEG and TMX Group shareholders voting for our recommended merger, the two-thirds approval threshold for TMX Group shareholders was not met and hence the merger will now not proceed. We believe the merger would have been a unique opportunity for TMX Group shareholders to be partners in a truly international group, co-located in Toronto and London, focussed on growth and opportunity. We thank our own shareholders for their unwavering and overwhelming support in the past few months.
Our group is in good shape and financially robust. Whilst the merger with TMX Group was an exciting opportunity for LSEG, we continue to see other significant growth opportunities across our well-positioned capital markets, information services, technology and post trade businesses. We remain committed to delivering shareholder value and we are looking forward to the future with confidence, momentum and a clear strategic path for building on our successes to date."
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