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Mixed reaction as Cdn banks and pension funds put in $3.6 billion bid for TMX Group

TORONTO-There was mixed reaction from the business community on Sunday to a home-grown multi-billion-dollar bid for the operator of the Toronto Stock Exchange that's being viewed as an attempt to derail the organization's controversial merger with the London Stock Exchange.

Maple Group Acquisition Corp. - made up of four big banks and five pension funds - said it submitted a $3.6 billion bid for TMX Group (TSX:X) over the weekend that would see the stock markets operator stay in Canadian hands and have a broad ownership base.

Maple Group also plans to merge the TMX with bank-owned alternative trading company Alpha and CDS Inc., a clearing and depository firm, to create a bigger Canadian-based exchange.

Despite the Maple Group bid, the London Stock Exchange said Monday it is committed to completing a merger with TMX despite the emergence of a rival offer on the terms announced on Feb. 9.

Maple Group said it would seek Competition Bureau approval for such a merger, but its bid is not conditional on that. It added that its $48 a share cash and stock swap bid will allow the TMX Group to achieve the scale and efficiency it needs to succeed in an increasingly competitive marketplace.

Maple said its plan would allow the owner of the Toronto Stock Exchange, Montreal Exchange and junior Venture Exchange to continue financing global resource companies as well as Canada's venture, energy and derivatives markets.

Simultaneously, Maple said its bid will preserve Canadian governance, decision-making and regulatory oversight of Canadian exchanges while allowing TMX to pursue strategic opportunities internationally.

Maple's bid comes as the TMX Group is in the midst of an attempted merger with the London Stock Exchange which would create a $6-billion entity and form the world's eighth-biggest securities market. The proposal has met with some opposition, including from some of Canada's big banks.

Maple's investors include: CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Alberta Investment Management Corporation, Caisse de depot et placement du Quebec, Fonds de solidarite des travailleurs du Quebec and Ontario Teachers' Pension Plan Board.

The group does not include Canada's biggest bank, the Royal Bank, or Bank of Montreal. Both banks are advisers to TMX and the London Stock Exchange on their friendly merger.

Despite its nationalistic tone the Maple bid is already drawing skepticism from some quarters.

Leading TMX shareholder, Thomas Caldwell, likened the bank-led buyout to a step backward for Canada, to a time when the stock exchange was originally a cartel of the country's major financial institutions.

``I know it looks like 'Oh we're preserving it for Canada' and there will be lots of rhetoric in that regard. But what we're preserving is something that really is regressive in terms of ownership, even governance, when in actual fact we could participate in something larger,'' Caldwell told The Canadian Press.

The chairman and CEO of Caldwell Securities Ltd. said while the Maple bid would mean a better price for his clients, he didn't think it was a ``right thing'' for Canada.

While merging the TMX with Alpha and the CDS makes sense, Caldwell said he was perturbed about the stock exchange having owners that would be more concerned with reducing their trading costs than making profits.

``I think long-term, it will hamper the Canadian capital markets,'' he said. ``I think the investing public prefers a neutral exchange... as opposed to a cartel. It's a highly conflicted environment where you have your biggest traders controlling the trading environment.''

The TMX Group has said its board will evaluate the proposal, but it will continue to seek regulatory and shareholder approvals required to complete its merger with the London exchange, a deal announced in February.

At least one analyst said TMX appeared to be shrugging off the attention it's receiving from Maple.

``They just see this as a fly in the ointment,'' said John Stephenson, portfolio manager from First Asset Funds, who believes the stock exchange merger will ultimately go through.

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