MX and TSX announce merger date of May 1

Montreal Exchange Inc. (MX) and TSX Group Inc. today announced that the effective date of their proposed combination will be May 1.

The merger is subject to all customary closing conditions and follows the receipt of all required approvals.

Quebec regulator Autorité des marchés financiers (AMF) gave MX and TSX Group Inc. the go-ahead for thee proposed merger last week.

The Canadian Competition Bureau has also completed its and is allowing the combination to proceed.

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 17:00 Montreal time, on April 29. 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.

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 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 an election 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 amalgamation 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.

The consideration to be paid to MX shareholders is expected to be distributed to them on or about May 6.