TMX Group Ltd. agreed to acquire AST Investor Services Inc. (Canada) and unit AST Trust Co. (Canada) from a subsidiary of Armor Holdco Inc. for C$165 million in total consideration.
AST Investor Services Inc. (Canada) and AST Trust Co. (Canada) provide transfer agency services, equity plan solutions, corporate trust, structured finance and proxy-related services to Canadian public and private companies.
The deal consideration includes C$30 million of cash for regulatory and non-regulatory purposes, subject to closing conditions and working capital adjustments.
Armor's U.S. operations, including American Stock Transfer & Trust Co. LLC and D.F. King & Co. Inc., are not a part of the transaction.
The deal is expected to have a positive impact on TMX Group's adjusted EPS in the first full year of ownership, before expected synergies. The transaction parties expect to realize combined revenue and technology cost synergies of approximately C$8.0 million over the first two years, following acquisition.
The deal is expected to be financed with a combination of cash and debt capacity.
The transaction is subject to receipt of regulatory approvals under the Competition Act (Canada) and Trust and Loan Companies Act (Canada), and is expected to close within six to 12 months.
National Bank Financial Inc. is acting as the exclusive financial adviser to TMX Group, and Torys LLP is acting as its legal adviser. Macquarie Capital is acting as financial adviser and Blake Cassels & Graydon LLP is acting as legal adviser to AST Trust Co. (Canada) on the transaction.
Armor Holdco is a portfolio company of Pacific Equity Partners.