May 8, 2012 / 1:42 PM / in 5 years

Canada Competition Bureau studies OSC stance on TMX

TORONTO (Reuters) - Canada's Competition Bureau is studying the Ontario Securities Commission's draft terms and conditions for approving Maple Group's proposed takeover of Toronto Stock Exchange-operator TMX Group (X.TO), the head of the bureau said on Tuesday.

Competition Bureau Commissioner Melanie Aitken said the commission will issue its own views on the proposed deal after the OSC publishes its final terms and conditions.

Speaking at the Bloomberg Canada Economic Summit in Toronto, Aitken said the commission was working intensely alongside the OSC, which is Canada's main securities regulator.

"That's really the responsible thing to do. They have an expertise that we don't, and we have a contribution to make from the perspective of what competitive consequences those transactions might have if they go ahead," she said.

"We are talking to the market about their reaction to the elements contained in the draft orders, all with the view of evaluating what we are charged with; evaluating whether, at the end of the day, there is a substantial lessening of competition in any of the markets affected," she added.

Maple Group, a consortium of 13 Canadian financial institutions, unveiled its C$3.8 billion ($3.8 billion) offer for TMX Group last year.

The publication of the OSC's draft orders last week was seen as moving the consortium a step closer to completing what has been a long and complicated takeover process.

The bureau has raised concerns about the deal's impact on competition.

"Those recognition orders, depending on what they finally look like, may still sufficiently change the regulatory landscape so that our concerns that we indicated to the parties back in November may be substantially mitigated," Aitken said.

The Competition Bureau is also reviewing telecom company BCE Inc's (BCE.TO) roughly $3.4 billion bid for Astral Media ACMa.TO, along with Agrium Inc (AGU.TO) and Richardson International's side deals for certain Viterra Inc VT.TO assets, as part of the acquisition of grain-handler Viterra by commodities giant Glencore International PLC (GLEN.L).

The bureau will conduct an independent review of the BCE-Astral deal, Aitken said, separate from the review of the transaction that is being conducted by the Canadian Radio-television and Telecommunications Commission. She declined to comment on how long the bureau's review could take.

"We are always very sensitive to the fact that there are financings, shareholders, stakeholders ... so we try to be as expeditious as we can be, but we do have a job to do," she said.

Aitken also said it is too early to read anything into the fact that the bureau has approved Glencore's bid for Viterra, even though it has not yet signed off on the Agrium and Richardson side deals for certain Viterra assets including farm-supply outlets and grain elevators.

"The three deals were independent, non-contingent transactions, that is how they were structured. The Glencore one was first and it was notified. And we will look at the other transactions in due course as they mature," she said.

$1=$1.00 Canadian)

Reporting By Jennifer Kwan and Euan Rocha; Editing by Peter Galloway

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