Shareholders of Montréal Exchange Inc. today voted in favour of the takeover by TSX Group Inc. to form TMX Group Inc.

The shareholders approved the deal by 99.6%.

“I firmly believe that creating TMX Group is the right move in this period of global exchange consolidation,” said MX president and CEO Luc Bertrand Monday, during a conference call.

“This is a significant step towards completing the transaction,” said Michael Ptasznik, interim co-CEO, TSX Group. “Our efforts are now focused on obtaining the necessary regulatory approvals needed to finalize the combination.”

The regulatory process has been initiated. On February 1, the Autorité des marchés financiers (AMF) published MX’s application for an amendment to its recognition order to permit the transaction to be completed. The comment period is open until March 3 and will be followed by public hearings in Montreal on March 26 and 27, 2008.

“We believe the combination will provide great benefits for shareholders, Quebec and Canadian capital markets,” added Ptasznik. “While we may not be able to close by March 31, we do hope to complete the transaction as soon as possible after the public hearings and receiving the AMF’s decision and all other approvals.”

The deal has TSX Group indirectly acquiring all of MX’s outstanding common shares for total consideration of $15.3 million TSX Group common shares and $428 million in cash, which is the equivalent of $39 a share.

According to the terms of the deal, MX will continue to be the Canadian national exchange for all derivatives trading and related products. As well, the head office and the executive office of each of MX and the Canadian Derivatives Clearing Corporation (CDCC) will remain in Montreal. The AMF will remain as lead regulator and TMX Group will remain subject to a 10% ownership restriction.

The head office of TMX Group will be located in Toronto. The board of directors, with 18 members initially, will be chaired by Wayne Fox, the current chair of TSX Group. It will include five MX designated board members, including Bertrand. The agreement requires that 25% of the directors of TMX Group be residents of Quebec.

The break fee for the proposed merger is $45.7 million.

On Monday, Montreal Exchange Inc. announced lower fourth quarter profit. Net earnings amounted to $6.3 million, a 16% decrease compared to $7.5 million in the fourth quarter 2006.