Securities Exchange Act of 1934
TMX Group Inc.
Via Facsimile 011 44 207 367 1650 and U.S. Mail
Mark S. Bergman
Edwin S. Maynard
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Alder Castle, 10 Noble Street
London EC2V 7JU
Re: Maple Acquisition Corporation’s partial cash tender offer for
TMX Group Inc.
Dear Messrs. Bergman and Maynard:
We are responding to your letter dated June 14, 2011 to Mauri L. Osheroff and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief in connection with the transaction referenced above. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Canadian local counsel at Davies Ward Phillips & Vineberg LLP of the same date. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter of June 14, 2011.
Based on the representations in your June 14, 2011 letter, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position under Rule 14e-1(c) allows Maple to pay for or return tendered TMX Shares in the manner described in your June 14, 2011 letter. In this regard, TMX Shares tendered through the Expiration Time will be paid for or returned on the last day of the Deposit Extension Period, but in any event, no later than three Canadian business days after the end of the Deposit Extension Period. TMX Shares tendered during the Deposit Extension Period will be paid for or returned on the same date. We note that you have obtained relief from the Canadian Securities Regulators in order to pay for or return tendered Shares in accordance with this procedure, in order to accommodate the offer structure.
The foregoing no-action relief is based solely on the representations and the facts presented in your letter dated June 14, 2011 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
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