February 14, 2011 / 6:50 PM / 6 years ago

Canada to review London-Toronto exchange deal

4 Min Read

OTTAWA (Reuters) - Canada will review the London Stock Exchange's bid to take over the Canadian exchange operator TMX Group, Industry Minister Tony Clement said on Monday.

Under the terms of the Investment Canada Act, Clement has to review any foreign takeover worth more than C$299 million ($302 million). The proposed combined trading venue would have a market value of about $6.9 billion.

"This transaction is in fact subject to review under the Investment Canada Act. The investor has informed me that an application will be filed soon," Clement told reporters in Ottawa.

Clement has 45 days from the moment the review begins to make a decision on whether the deal is of net benefit to Canada. He said he expected that period to begin in one or two weeks.

He can extend that period by a further 30 days, and lawyers have said that scenario is likely.

The exchanges said they can demonstrate that the deal will be good for the country and its markets.

"TMX Group and London Stock Exchange Group have prepared carefully for our work with Industry Canada as they review the merger agreement under the Investment Canada Act," Carolyn Quick, a spokeswoman for TMX, said in an email.

"The companies have worked together to develop a set of undertakings that deliver clear benefits to Canada and Canada's capital markets, while preserving financial regulation in Canada."

The review process is seen running its full course as the LSE and TMX exchanges seek regulatory approval from federal authorities under the Investment Canada Act. The four Canadian provinces where TMX has operations - British Columbia, Alberta, Ontario and Quebec - are also reviewing the deal.

"The review process is a thorough one, involving consultations with the provinces and or territories affected, as well as other federal departments," Clement said.

The Alberta government said it is still analyzing the deal and hasn't decided what position on the acquisition it will take.

"Certainly on the face of it there appear to be potential benefits for Alberta investors and businesses that wish to raise capital," said Bart Johnson, a spokesman for Alberta's Finance Department. "But we haven't completed the analysis yet."

The Alberta Securities Commission will review the proposal but a spokesman said the parties had not yet formally asked for approval of the proposed acquisition.

The offer for the Toronto Stock Exchange from the London Stock Exchange would create a transatlantic trading venue that would host most of the world's largest energy and mining companies, and would be 55 percent owned by LSE shareholders.

Advocates say it will propel the TMX into a new era of growth, driving higher profits and higher-profile listings after it has been losing market share for years to upstart electronic rivals. Opponents say it is a strategic asset that should not be allowed to fall into foreign hands.

Concern has arisen in some corners because of the ownership of the LSE. One single LSE shareholder -- Borse Dubai Ltd -- would hold just over 11 percent of the new company.

Under the terms of the Toronto Stock Exchange's 2008 takeover of the Montreal Exchange to form the TMX Group, no person or group can take more than 10 percent of any class of TMX voting shares without the approval of the Quebec securities regulator, Autorite des marches financiers (AMF).

AMF spokesman Sylvain Theberge told Reuters by email on Monday that AMF would likely take two or three months to start hearings on the bid. "It won't be before two or three months (from now) at least," he said.

($1=$0.99 Canadian)

Additional reporting by Jeffrey Hodgson and Pav Jordan in Toronto, Scott Haggett in Calgary; editing by Peter Galloway

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