Montréal Exchange Inc. (MX) and TSX Group Inc. (TSX Group) today announced that the effective date of their proposed combination will be May 1, 2008. This is subject to all customary closing conditions and follows the receipt of all required approvals.
How to elect cash or shares
MX shareholders holding share certificates that wish to make an election with respect to the consideration to be received under the amalgamation must deliver a completed transmittal and election form to CIBC Mellon Trust Company (CIBC Mellon) by 5:00 p.m., Montréal time, on April 29, 2008. MX shareholders holding shares through a broker, investment dealer, bank, trust company or other intermediary may have an earlier election deadline imposed by the intermediary to ensure that timely instructions are given to CIBC Mellon. These MX shareholders should contact their broker or other intermediary and carefully review any materials they receive from them to determine the applicable election deadline and how to give appropriate and timely election instructions.
Consideration
Pursuant to the terms of the amalgamation agreement, MX shareholders are entitled to elect to receive either 0.7784 of a common share of TSX Group or $39.00 in cash, without interest, for each MX common share, subject to pro-ration as provided in the amalgamation agreement. MX shareholders who do not make a timely election by 5:00 p.m. on April 29, 2008 will be deemed to have elected the cash alternative, subject to pro-ration.
The amalgamation agreement provides that the maximum number of TSX Group common shares issuable to MX shareholders under the amalgamation is 15,346,000, and the maximum amount of cash payable to MX shareholders under the amalgamatiom is $428.2 million. If the aggregate number of TSX Group common shares that would otherwise be issuable to MX shareholders who elect the share alternative exceeds the maximum share consideration, such MX shareholders will receive a reduced pro-rata number of TSX Group common shares with the balance of the consideration owing being paid in cash. If the aggregate cash consideration that would otherwise be payable to MX shareholders who elect (or are deemed to have elected) the cash alternative exceeds the maximum cash consideration, such MX shareholders will receive a reduced pro-rata amount of cash with the balance of the consideration owing being paid in TSX Group common shares. Assuming full pro-ration, each MX shareholder will be entitled to receive, for each MX common share, 0.5 of a TSX Group common share and $13.95 in cash. The consideration to be paid to MX shareholders is expected to be distributed to them on or about May 6, 2008.
Revocation of election
If, after submitting its transmittal and election form or having made an election through its broker or other intermediary, a MX shareholder wishes to sell or otherwise transfer some or all of the shares covered by its election, the MX shareholder will have to revoke its election in order to deliver the shares to the purchaser or other transferee. Such revocation must be received by CIBC Mellon prior to 5:00 p.m. on April 29, 2008. A MX shareholder may revoke its election and submit a new election for shares it does not sell or otherwise transfer. Such election must be received by CIBC Mellon before 5:00 p.m. on April 29, 2008.
Because an election can only be revoked before 5:00 p.m. on April 29, 2008, a MX shareholder will not be able to sell or otherwise transfer MX common shares for which an election is effective after 5:00 p.m. on April 29, 2008.
The required transmittal and election form and accompanying instructions were, beginning on January 15, 2008, mailed to MX shareholders of record as of January 8, 2008. MX shareholders, including those that acquired their shares after January 8, 2008, may request a copy of the election document by calling CIBC Mellon toll free from within Canada and the United States at 1-(800)-387-0825. This form is also available on MX’s website at http://www.m-x.ca/. MX shareholders who hold their shares through a broker or other intermediary should contact their broker or other intermediary to obtain instructions on how to make an election.
Information about the MX and TSX Group business combination, including the management information circular relating to the amalgamation, is available on MX’s website at http://www.m-x.ca/. Investors may also obtain a copy of the management information circular on the Canadian Securities Administrators’ SEDAR website at http://www.sedar.com/ and on the US Securities and Exchange Commission’s website at http://www.sec.gov/.
