Maple seeks regulator OK for TSX bid

Maple Group Acquisition Corp. submitted its proposal to take over TMX Group to four provincial regulators Friday, even though the acquisition attempt has yet to be approved by the company's board.

Regulators will seek public comment on the controversial $3.8 billion TMX takeover bid by Maple Group, a consortium of 13 Canadian banks and insurance companies.

Maple wants to create a bigger Canadian exchange by merging the owner of the Toronto Stock Exchange with the alternative Alpha Trading System, and clearing and depository firm CDS Inc.

Alpha and CDS are owned by the major players in the Canadian securities industry, several of which are part of the consortium.

Maple has submitted its proposal to various provincial regulators including the Ontario Securities Commission, Quebec's Autorite des marches financiers, the Alberta Securities Commission and the British Columbia Securities Commission.

Each of the regulators has said it will hold a public comment period and the OSC and Alberta regulator will hold hearings in December.

The Ontario Securities Commission said Friday will hold a 30-day comment period to gather input to determine whether the move is in the public interest.

"This Proposal raises a number of complex and novel issues for the capital markets," it said in a statement.

The board of TMX Group has not approved the takeover proposal, which was recently extended to Oct. 31.

The groups have been in talks since late summer in the hopes of making the offer a friendly deal, but no details have emerged on the scope of the discussions.

TMX said Friday that discussions with Maple are ongoing, but would make no comments on the status of those talks or Maple's regulatory filings.

Provincial regulators and the federal Competition Bureau must approve the proposal, which critics say would create a virtual monopoly that could lead to higher fees and create enforcement and transparency issues.

Maple is in the process of gathering additional information requested by the Commissioner of Competition for its review.

Luc Betrand, spokesman for Maple said Friday he believes the group can obtain all the necessary regulatory approvals by early 2012.

"These applications mark an important milestone in the regulatory process and set out further details of our vision for an integrated exchange and clearing group that is well-positioned to pursue new growth opportunities and meet the needs of Canada's capital markets and capital market participants," he said.

Maple's proposal to regulators argues that creating one integrated exchange would better position it to pursue growth opportunities including expanded distribution, international acquisitions or joint ventures.

It also pledged to maintain fair fees and open access in both trading and clearing.

"Simply put, if Maple fails to sustain fair practices and produce these efficiencies, our vision will not be fulfilled," it said.

TMX also owns NGX, the Calgary-based market which trades and clears physical crude oil, natural gas and electricity contracts, the junior Toronto Venture Exchange and the Montreal derivatives exchange.

A friendly merger between TMX and the London Stock Exchange was called off earlier this year because there was not enough TMX shareholder support in the face of the richer Maple bid.

Maple is seeking a minimum of 70 per cent and a maximum of 80 per cent of the shares of TMX with its offer of $50 per share.

The investors in Maple are the Alberta Investment Management Corp., Caisse de depot et placement du Quebec, Canada Pension Plan Investment Board, CIBC World Markets, Desjardins Financial, Dundee Capital Markets, Fonds de solidarite des travailleurs du Quebec, GMP Capital, National Bank Financial, Ontario Teachers' Pension Plan, Scotia Capital, TD Securities and Manulife.