The Competition Bureau's review of the Maple / TMX
transaction was extensive. Maple Group (whose investors are Alberta
Investment Management Corporation, Caisse de dépôt et
placement du Québec, Canada Pension Plan Investment Board,
CIBC World Markets Inc., Desjardins Financial Group, Dundee Capital
Markets Inc., Fonds de solidarité des travailleurs du
Québec (F.T.Q.), National Bank Financial & Co. Inc.,
Ontario Teachers' Pension Plan, Scotia Capital Inc., TD
Securities Inc. and The Manufacturers Life Insurance Company) announced on May 15, 2011, in the midst of the
failed bid by the TSX to merge with the LSE,
that the Group had submitted a proposal to acquire the TMX Group.
Maple filed an application for an advance ruling certificate on
June 7, 2011. The transaction was therefore under active
Competition Bureau review for a period of some 13 months.
The issuance of the "no-action letter" by the
Commissioner coincides with the issuance by the Ontario Securities Commission of
final recognition orders regarding the proposed transaction.
The Commissioner stated in a press release that "the measures
contained in the OSC's final recognition orders materially
change the regulatory environment sufficient to substantially
mitigate the Bureau's competition concerns" thereby
addressing the serious competition concerns that the Bureau had
previously communicated to Maple in two areas: equities trading,
and post-trade services, including clearing, settlement and
Notably, there is no consent agreement under the Competition Act in respect of the
proposed transaction, with the result that beyond the standard
one-year period after closing within which the Commissioner may
challenge a transaction on the grounds that it substantially
lessens or prevents competition, there will be no ongoing
monitoring or enforcement of any competition law remedy. Such
ongoing monitoring and regulation will instead fall to the OSC and
other securities law regulators.
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