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M&A Deal Analysis

Inputs from Acquirer Pre-Announcement:

Name of Acquirer Shares outstanding (in millions) Stock price pre-announcement ($, per share)

 

LSE plc

271.1

$

14.10

Inputs from Acquirer Pre-Announcement:

Name of Target Shares outstanding (in millions) Stock price pre-announcement ($, per share)

 

TMX

74.4

$

40.28

Inputs from M&A Transaction:

Cash offered for each Target Share ($, per share) Amount of Acquirer stock offered in Fixed-Value offer ($, in millions) Exchange ratio (number of Acquirer Shares per Target Share) for stock portion of Fixed Shares offer

 
 
 
 
 

3.546

Expected annual synergies from M&A deal ($, in millions) Weighted Average Cost of Capital (WACC, %)

$

56.0

7.0%

Inputs for Post-Market Reaction Analysis:

LSE plc's share price post-announcement ($, per share)

$

14.23

Share prices and Weighted Average Cost of Capital (WACC)

 

LSE share price

 

TMX

Date

GBP

GBP/CAD

CAD

CAD

 

08/02/2011

8.8175

1.59892

14.09848

 

09/02/2011

8.885

1.60121

14.22675

$

40.85

 

WACC

Proportion of merged company owned

TMX

3.70%

 

49.3%

LSE

10.20%

 

50.7%

Weighted

7.00%

 

Shareholder Value At Risk (SVAR) and Premium at Risk Calculations

Structure of Deal:

Cash Fixed-Value Stock Offer Fixed-Shares Stock Offer

Prior-to-Deal Calculations:

LSE plc's pre-announcement shares oustanding (in millions) LSE plc's pre-announcement stock price ($, per share) LSE plc's pre-announcement market capitalization ($, millions)

TMX's pre-announcement shares oustanding (in millions) TMX's pre-announcement stock price ($, per share) TMX's pre-announcement market capitalization ($, millions)

Post-Deal Calculations:

NO NO YES 271.1 $ 14.10 $ 3,822.1 74.4 $ 40.28 $ 2,995.6
NO
NO
YES
271.1
$
14.10
$
3,822.1
74.4
$
40.28
$
2,995.6

Cash offered for each TMX share Fixed-Value stock offered for each TMX share ($, per share) Fixed-Shares stock offered for each TMXshare ($, per share) Total value offered in cash and stock for each TMX share ($, per share)

$

-

$

-

$

49.99

$

49.99

Total cash offered to TMX shareholders ($, in millions) Total value of Fixed-Value stock offered to TMX shareholders ($, in millions) Total value of Fixed-Shares stock offered to TMX shareholders ($, in millions) Total value of cash and stock offered to TMX shareholders

$

-

$

-

$

3,718.1

$

3,718.1

Total premium offered for TMX ($, in millions) Implied premium offered for TMX shares (%)

$

722.5

24.1%

Percent of offer in cash (%) Percent of offer in Fixed-Value stock (%) Percent of offer in Fixed-Shares stock (%)

 

0.0%

0.0%

100.0%

Number of Fixed-Value shares issued to TMX shareholders assuming no synergies (in millions) Number of Fixed-Shares shares issued to TMX shareholders assuming no synergies (in millions) Number of shares LSE plc shareholders originally owned (in millions) Total postmerger shares outstanding

 

-

263.7

271.1

 

534.8

Percent of postmerger company owned by TMX shareholders from Fixed-Value shares assuming price at closing date reflects no synergies (%) Percent of postmerger company owned by TMX shareholders from Fixed-Share shares assuming price at closing date reflects no synergies (%) Percent of postmerger company owned by TMX shareholders assuming price at closing date reflects no synergies Percent of postmerger company owned by LSE plc shareholders assuming price at closing date reflects no synergies

 

0.0%

49.3%

 

49.3%

50.7%

Share price of postmerger company assuming no synergies ($)

$

12.75

Value of shares issued to TMX shareholders as Fixed-Value shares assuming price at closing date reflects no synergies ($, in millions) Value of shares issued to TMX shareholders as Fixed-Share shares assuming price at closing date reflects no synergies ($, in millions) Value of LSE plc shares assuming price at closing date reflects no synergies ($, in millions) Total value of postmerger company assuming price at closing date reflects no synergies

$

-

$

3,361.8

$

3,455.9

$

6,817.7

Post-deal return to TMX's shareholders assuming price at closing date reflects no synergies (%) Post-deal return to LSE plc's shareholders assuming price at closing date reflects no synergies (%)

 

12.2%

-9.6%

TMX's Premium At Risk (%)

 

49.3%

LSE plc's Hypothetical Shareholder Value At Risk (SVAR) assuming an all-cash deal (%)

 

18.9%

LSE plc's Actual Shareholder Value At Risk (SVAR, %)

 

9.6%

M&A Analysis Prior to Market Reaction

Structure of Deal:

Cash Fixed-Value Stock Offer Fixed-Shares Stock Offer

NO

NO

YES

Prior-to-Deal Calculations:

LSE plc's pre-announcement shares oustanding (in millions) LSE plc's pre-announcement stock price ($, per share) LSE plc's pre-announcement market capitalization ($, millions)

TMX's pre-announcement shares oustanding (in millions) TMX's pre-announcement stock price ($, per share) TMX's pre-announcement market capitalization ($, millions)

Post-Deal Calculations:

271.1 $ 14.10 $ 3,822.1 74.4 $ 40.28 $ 2,995.6
271.1
$
14.10
$
3,822.1
74.4
$
40.28
$
2,995.6

Cash offered for each TMX share Fixed-Value stock offered for each TMX share ($, per share) Fixed-Shares stock offered for each TMXshare ($, per share) Total value offered in cash and stock for each TMX share ($, per share)

$

-

$

-

$

49.99

$

49.99

Total cash offered to TMX shareholders ($, in millions) Total value of Fixed-Value stock offered to TMX shareholders ($, in millions) Total value of Fixed-Shares stock offered to TMX shareholders ($, in millions) Total value of cash and stock offered to TMX shareholders

$

-

$

-

$

3,718.1

$

3,718.1

Total premium offered for TMX ($, in millions) Implied premium offered for TMX shares (%)

$

722.5

24.1%

Expected annual synergies from M&A deal ($, in millions) Present value of capitalized annual synergies starting next year ($, in millions)

$

56.0

$

800.0

Number of Fixed-Value shares issued to TMX shareholders (in millions) Number of Fixed-Share shares issued to TMX shareholders (in millions) Number of shares LSE plc shareholders originally owned (in millions) Total postmerger shares outstanding

 

-

263.7

271.1

 

534.8

Percent of postmerger company owned by TMX shareholders from Fixed-Value shares (%) Percent of postmerger company owned by TMX shareholders from Fixed-Share shares (%) Percent of postmerger company owned by TMX shareholders Percent of postmerger company owned by LSE plc shareholders

 

0.0%

49.3%

 

49.3%

50.7%

Share price of postmerger company ($, per share)

$

14.24

Value of shares issued to TMX shareholders as Fixed-Value shares ($, in millions) Value of shares issued to TMX shareholders as Fixed-Share shares ($, in millions) Value of LSE plc shares ($, in millions) Total value of postmerger company ($, in millions)

$

-

$

3,756.3

$

3,861.4

$

7,617.7

Post-deal return to TMX's shareholders (%) Post-deal return to LSE plc's shareholders (%)

 

25.4%

1.0%

Post-Announcement Shareholder Value At Risk (SVAR) and Premium at Risk Calculations

Structure of Deal:

Cash Fixed-Value Stock Offer Fixed-Shares Stock Offer

M&A Analysis Calcualtions:

NO NO YES
NO
NO
YES

LSE plc's preannouncement shares outstanding (in millions) LSE plc's preannouncement stock price ($, per share) LSE plc's preannouncement market capitalization ($, millions)

 

271.1

$

14.10

$

3,822.10

LSE plc's preannouncement shares outstanding (in millions) LSE plc's postannouncement stock price ($, per share) LSE plc's postannouncement market capitalization ($, millions)

 

271.1

$

14.23

$

3,857.8

Postannouncement Market Value Change ($, in millions)

$

(35.7)

TMX's preannouncement shares outstanding (in millions) TMX's preannouncement stock price ($, per share) TMX's preannouncement market capitalization ($, millions)

 

74.4

$

40.28

$

2,995.6

Cash offered for each TMX share Fixed-Value stock offered for each TMX share ($, per share) Fixed-Shares stock offered for each TMXshare ($, per share) Total value offered in cash and stock for each TMX share ($, per share)

$

-

$

-

$

49.99

$

49.99

Total cash offered to TMX shareholders ($, in millions) Total value of Fixed-Value stock offered to TMX shareholders ($, in millions) Total value of Fixed-Shares stock offered to TMX shareholders ($, in millions) Total value of cash and stock offered to TMX shareholders

$

-

$

-

$

3,718.1

$

3,718.1

Total premium offered for TMX ($, in millions) Implied premium offered for TMX shares (%)

$

722.5

24.1%

Synergy risk that remains for the continuing shareholders of LSE plc or other investors who purchase LSE plc shares at the current price ($, in millions)

$

758.1

Number of Fixed-Value shares issued to TMX shareholders (in millions) Number of Fixed-Share shares issued to TMX shareholders (in millions) Number of shares LSE plc shareholders originally owned (in millions) Total postmerger shares outstanding

 

-

263.7

271.1

 

534.8

Percent of postmerger company owned by TMX shareholders from Fixed-Value shares (%) Percent of postmerger company owned by TMX shareholders from Fixed-Share shares (%) Percent of postmerger company owned by TMX shareholders Percent of postmerger company owned by LSE plc shareholders

 

0.0%

49.3%

 

49.3%

50.7%

Share price of postmerger company ($, per share)

$

14.23

Value of shares issued to TMX shareholders as Fixed-Value shares ($, in millions) Value of shares issued to TMX shareholders as Fixed-Share shares ($, in millions) Value of LSE plc shares ($, in millions) Total value of postmerger company ($, in millions)

$

-

$

3,752.8

$

3,857.8

$

7,610.5

TMX's Postannouncement Premium At Risk (%)

 

51.7%

LSE plc's Hypothetical Postannouncement Shareholder Value At Risk (SVAR) assuming an all-cash deal (%)

 

19.7%

LSE plc's Actual Postannouncement Shareholder Value At Risk (SVAR, %)

 

10.0%