TMX Group Limited (TMX Group) today announced it has entered into an agreement to acquire AST Investor Services Inc. (Canada), and its subsidiary AST Trust Company (Canada), a leading provider of transfer agency, corporate trust and related services to Canadian public and private companies from a subsidiary of Armor Holdco, Inc. (Armor), a portfolio company of Pacific Equity Partners (PEP), for $165 million in total consideration, which includes $30 million of cash for regulatory and non-regulatory purposes, subject to customary closing conditions and working capital adjustments.

"The acquisition of AST Trust Company (Canada) will significantly strengthen TMX's ability to serve the needs of companies across the marketplace by bringing to our TSX Trust business a proven team of industry professionals, and a wider range of products and technology capabilities," said John McKenzie, Chief Executive Officer, TMX Group. "From a strategic perspective, this transaction will help to accelerate TSX Trust's growth and enhance its competitive position, deepening relationships with existing clients and broadening the scope and scale of its service offerings."

AST Investor Services Inc. (Canada) and AST Trust Company (Canada) offer a comprehensive portfolio of products and services, currently including transfer agency services, equity plan solutions, corporate trust, structured finance and proxy related services. AST Investor Services Inc. (Canada) and AST Trust Company (Canada) have approximately 150 employees in offices in Toronto, Montreal, Calgary and Vancouver. Armor's U.S. operations, including American Stock Transfer & Trust Company, LLC and D.F. King & Co., Inc., are not a part of this transaction.

"I am very confident that the Canadian business will continue its record of success going forward under TMX ownership," said Marty Flanigan, Chairman of AST Trust Company (Canada) and President and CEO of Armor. "This transaction provides scale and creates value for our clients, partners and employees."

"We are excited to see the business transition into the hands of a respected Canadian financial institution, and we look forward to seeing the business grow under TMX's direction," said Alex Ovchar, Associate Director at PEP and AST Trust Company (Canada) Board Member.

Summary details:

• AST Trust Company (Canada)'s last twelve months (LTM) unaudited revenue through June 30, 2020 was $46.5 million (including $8.0 million of margin income) and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)[1] was $11.6 million, excluding indirect corporate allocations from the parent company.[2]
• Over 50%[2] recurring revenue for the year ended June 30, 2020.
• The transaction is expected to have a positive impact on TMX Group's adjusted earnings per share (EPS)[1] (excluding amortization of acquired intangibles and integration costs) in the first full year of ownership, before expected synergies.
• We expect to realize combined revenue and technology cost synergies of approximately $8.0 million over the first two years, following acquisition.[3]
• The transaction is expected to be financed with a combination of cash and debt capacity.
• The transaction is expected to close within 6 to 12 months, subject to receipt of regulatory approvals under the Competition Act (Canada) and Trust and Loan Companies Act (Canada).

National Bank Financial Inc. is acting as the exclusive financial advisor to TMX Group on the transaction. Torys LLP is acting as the legal advisor.

Macquarie Capital is acting as financial advisor and Blake, Cassels & Graydon LLP (Blakes) is acting as legal advisor to AST Trust Company (Canada) on the transaction.

[1]Adjusted EBITDA and adjusted EPS provided above are Non-IFRS measures and do not have a standardized meaning prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other companies. TMX Group presents adjusted EBITDA and adjusted EPS to indicate operating and financial performance exclusive of the items shown above and other items as disclosed in our Q2 2020 MD&A, because these adjustments are not indicative of underlying business performance. Management uses this measure because it believes doing so results in a more effective analysis of underlying financial performance, including in some cases, our ability to generate cash. Excluding these items also enables comparability across periods. The exclusion of certain items does not imply that they are non-recurring. Adjusted EBITDA as calculated for the purposes of this acquisition excludes indirect corporate overhead.

[2]Revenue, adjusted EBITDA and recurring revenue are compilations of financial information provided to us by AST Trust Company (Canada). This information is unaudited and may not be prepared in accordance with IFRS for public companies.

[3]Based on internal analysis.