TMX Group Announces Agreement to Acquire AST Trust Company (Canada)

Canada's premier exchange group to expand its presence in the Transfer Agency and Corporate Trust business

September 25, 2020 (TORONTO) – 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.