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Maple Group acquires TMX Group, The Canadian Depository for Securities and Alpha Trading Systems

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Syndicate of Lenders

Maple Group Acquisition Corporation (“Maple”) (since renamed TMX Group Limited) completed its acquisition of TMX Group Inc. (“TMX Group”) pursuant to an integrated two step acquisition transaction, valuing TMX Group at approximately $3.8 billion (the "Maple Acquisition").  The Maple Acquisition was comprised of an offer (the "Offer") by Maple to acquire a minimum of 70% and a maximum of 80% of the outstanding TMX Group shares in exchange for $50.00 cash, followed by a plan of arrangement completed in accordance with the Business Corporations Act (Ontario) pursuant to which the remaining shareholders of TMX Group (other than Maple) exchanged their TMX Group shares for common shares of Maple on a one-for-one basis.

In addition, on August 1, 2012 (following the initial expiry of the Offer on July 31, 2012 and the take up of a majority of the shares of TMX Group), Maple completed the acquisition of The Canadian Depository for Securities Limited ("CDS") and Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, "Alpha").  The acquisition of CDS was completed by way of an amalgamation of CDS with a subsidiary of Maple, pursuant to which the holders of common shares of CDS were paid a total of $167.5 million.  The outstanding securities of Alpha were purchased from the Alpha securityholders for aggregate consideration of $175 million.

In connection with the Maple Acquisition and the acquisitions of CDS and Alpha, Maple entered into a credit agreement with National Bank of Canada, as lender, administrative agent and co-lead arranger and joint bookrunner, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and The Toronto-Dominion Bank, as lenders, co-lead arrangers, joint bookrunners and co-syndication agents, and a syndicate of lenders, providing for a series of credit facilities in an aggregate amount of $1.884 billion.

The administrative agent, co-lead arrangers and lending syndicate to Maple were represented by Fasken Martineau DuMoulin LLP with a team comprised of Jon Levin, John Elias, Dev Singh and Bill Bies.



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