TSE AND CDNX Sign Acquisition Agreement
MAY 1, 2001 (TORONTO and CALGARY) --The Toronto Stock Exchange (TSE) and the Canadian Venture Exchange (CDNX) have
executed an acquisition agreement for CDNX to become a wholly-owned subsidiary of the TSE.
The closing of the deal is subject to a shareholder vote and receipt of regulatory
approvals.
The agreement is consistent with the terms laid out in the
initial offer from the TSE that would see the two exchanges remain distinct with the
senior market being operated by the TSE and the public venture market continuing to be
operated by CDNX. The purchase price to be paid is $50 million or almost $382,000 for each
of the 131 outstanding shares of CDNX.
The corporate governance structure for the two exchanges
would see one common board of directors and will include the following five current CDNX
directors: G. Scott Paterson, current CDNX Chairman of the Board; Bill Hess, current CDNX
President and CEO; Ian Brown, CDNX Vice-Chairman of the Board; and John Hagg and Harry
Jaako, current CDNX board members. Bill Hess will continue as President of CDNX reporting
to TSE President Barbara Stymiest and G. Scott Paterson will become a Vice-Chair of the
TSE Board of Directors.
Included in the corporate governance structure is the
creation of a CDNX advisory board to the TSE, which will include members who have
expertise in and will advise on policy matters relating to the public venture capital
market and the role of CDNX. The initial advisory board members are: Advisory Board Chair
Ian Brown, John Brock, Sesto DeLuca, Richard Groome, John McCoach, Norman Thompson,
Derrick Armstrong, Charlotte Bell, Peter Brown, Bruce McLeod, Bruce Ramsay and Paul Stein.
The Chair and the President and CEO of the TSE and the CDNX President will be ex-officio
members. It is expected that the advisory board will be expanded to reflect appropriate
public and private venture capital expertise and geographic representation from across the
country.
Following closing, the local offices of CDNX in Vancouver,
Winnipeg and Toronto will be maintained with the head office remaining in Calgary. The TSE
also plans to open offices in Calgary and Vancouver.
CDNX will hold its annual general and special shareholders'
meeting to consider the agreement on May 29. The meeting will take place in Calgary. The
TSE also will hold its annual general meeting the same day in Toronto at which
shareholders will vote on the governance changes necessary to complete the transaction.
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