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Competition Bureau completes review of proposed Maple-TMX transaction

Position statement

OTTAWA, July 4, 2012 — Melanie Aitken, Commissioner of Competition, today released the following statement:

"Following an extensive review of Maple Group's bid to acquire TMX Group, as well as Alpha Group and Canadian Depository Services (CDS), in light of the Ontario Securities Commission's (OSC) recognition orders as finalized today, the Competition Bureau does not, at this time, intend to make an application to the Competition Tribunal to challenge the proposed transactions.

The Bureau previously communicated to Maple its serious concerns with the proposed transactions on November 29, 2011. At that time, the Bureau indicated that it had serious competition concerns, primarily in two areas: equities trading, and post-trade services, including clearing, settlement and depository services.

However, as has been communicated by the Bureau throughout its review, its views were subject to being affected by further information or developments.

Today, the OSC issued final recognition orders regarding the proposed transactions, following its own review. While the Bureau has an independent mandate to review mergers, the Bureau provided input and advice to the OSC for its consideration relating to the potential impact on competition that could result from the proposed transactions.

While the Bureau conducted its own review of the proposed transactions, the measures contained in the OSC's final recognition orders materially change the regulatory environment sufficient to substantially mitigate the Bureau's competition concerns. Accordingly, the Bureau is today issuing a No Action Letter (NAL) to Maple Group in respect to the proposed transactions."

A NAL confirms that the Bureau has reviewed a specific proposed merger and concluded that it will not, at this time, challenge that proposed transaction before the Competition Tribunal under the merger provisions of the Competition Act.

The Competition Bureau, as an independent law enforcement agency, ensures that Canadian businesses and consumers prosper in a competitive and innovative marketplace.

This publication is not a legal document. The Bureau’s findings, as reflected in this Position Statement, are not findings of fact or law that have been tested before a tribunal or court. Further, the contents of this Position Statement do not indicate findings of unlawful conduct by any party.

However, in an effort to further enhance its communication and transparency with stakeholders, the Bureau may publicly communicate the results of certain investigations, inquiries and merger reviews by way of a Position Statement. In the case of a merger review, Position Statements briefly describe the Bureau's analysis of a particular proposed transaction and summarize its main findings. The Bureau also publishes Position Statements summarizing the results of certain investigations, inquiries and reviews conducted under the Competition Act. Readers should exercise caution in interpreting the Bureau’s assessment. Enforcement decisions are made on a case‑by‑case basis and the conclusions discussed in the Position Statement are specific to the present matter and are not binding on the Commissioner of Competition.

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