TMX Group, owner of the Toronto Stock Exchange, recommended shareholders accept a C$3.73 billion ($3.72 billion) bid from a group of Canadian pension funds and banks, turning an unsolicited offer into a friendly bid.
Maple Group Acquisition Corp. plans to buy 70% to 80% of TMX shares at C$50 a share in cash, and the rest of the stock with Maple shares, according to a statement.
Maple, whose 13 members include the C$145 billion Caisse de Depot et Placement du Quebec, Montreal; Toronto-Dominion Bank and Manulife Financial, agreed to pay a C$39 million fee if the deal doesn’t close because regulatory approvals aren’t obtained.
“The board has unanimously determined that the Maple offer is in the best interests of the company, our shareholders and stakeholders, and advises our shareholders to accept the Maple proposal,” said Wayne Fox, chairman of the board of TMX, in a statement.
TMX agreed July 21 to hold takeover talks with Maple, three weeks after a friendly bid by London Stock Exchange Group failed to get shareholder support.
Maple, which made an initial unsolicited bid for TMX on May 13, needs 70% of the shares of the Toronto-based exchange owner by the offer expiry Jan. 31 for the transaction to succeed. The statement noted that the offer could be extended until April 30 to gain regulatory approvals.