Maple deal was sweet for Pel
It’s been a three-year, whirlwind ride for Sharon Pel, senior vice-president and group head of legal and business affairs at TMX Group Ltd.
during that time, Ms. Pel, who is part of the executive management team at Canada’s biggest stock exchange group, says the company received just about every form of mergers and acquisitions proposal you could imagine — everything from dual shares to a merger of equals and a complicated plan of arrangement, not to mention some hostile takeover action along the way.
However, it was the last deal involving Maple Group Acquisition Corp.’s takeover of Canada’s biggest stock exchange group that landed Ms. Pel the award for dealmaker of the year at the Canadian General Counsel Awards gala in Toronto on June 21.
Ms. Pel’s odyssey started in 2010 with merger discussions involving an unnamed third party. Then in 2011, the London Stock exchange Group proposed merging with the TMX.
Shortly after that announcement, a group of Canadian financial institutions, dubbed the Maple Group, lobbed its own bombshell offer. It proposed creating a Canadian überexchange that would combine clearing, derivatives and equity trading.
eventually LSe withdrew and the Maple deal went from hostile to friendly, but needed the approval of a number of Canadian regulators.
After much stickhandling — and voluminous recognition orders by various securities regulators — the deal closed in the fall of 2012.
While all that was going on, business continued and TMX acquired a 50% ownership position in Australian-based PCF MinesOnline.com Pty Ltd. It also bought Razor Risk Technologies and ir2020 LLC.
Ms. Pel says at the beginning the challenge was “trying to fend off an unwanted suitor and keep the other one in the seat and advance that transaction.”
Once the Maple bid became the deal of choice, the hurdle became regulatory. “It took quite a lot of effort to get the deal through securities regulators and the competition bureau.”
The Maple deal also required two stages. The first was obtaining shareholder approval of 70% to 80%. The second was undergoing a court-approved plan of arrangement to issue Maple shares. Shareholders overwhelmingly supported the deal.
Over the span of those deals, she was involved in more than 50 special board meetings. Ms. Pel, whose hobbies include gardening and travelling, says: “We’re staffed here to do day-to-day work. We’re not staffed for peaks and valleys of acquisitions. A core group worked 24 hours a day, seven days a week to get the deal done.”
deals are only part of the equation. Integration is equally challenging, she adds. “When all the lawyers leave the building, the real hard part of the integration is melding the cultures and bringing a whole bunch of disparate cultures together.”