The Canadian Securities Exchange announced that it has entered into an agreement with NSX Limited (ASX:NSX), parent company of the National Stock Exchange of Australia, to acquire, pursuant to “a Scheme of Arrangement, NSX for all-cash consideration of AUD$0.035 per fully paid ordinary share.”
The price represents a “59% premium to the closing price of NSX’s ordinary shares on May 16, 2025, the last day of trading prior to this announcement.”
Under the Scheme, CSE will acquire approximately “95.2% of the ordinary shares, having acquired approximately 4.8% of the ordinary shares in NSX on May 7, 2025.”
This acquisition enables the CSE to “expand its geographic footprint by partnering with an exchange that has a similar focus and culture.”
Like the CSE, the NSXA is primarily focused “on early stage, entrepreneurial companies, with particular strength in the resource sector.”
The NSXA is positioned to disrupt a market currently dominated “by an incumbent, legacy exchange, as the CSE was over 20 years ago.”
The NSXA will continue to be operated locally “by its management team, each member having expertise in the exchange space.”
With the support being provided by the CSE, the NSXA will be better “able to offer a credible and service-oriented alternative for the capital formation and liquidity needs of emerging companies in Australia and beyond.”
Richard Carleton, CEO of the CSE said:
“This transaction enables the CSE to expand its reach and builds on our success in attracting global listings. Through our 21-year history, the CSE has grown to more than 750 listings by focusing on and supporting entrepreneurial companies. The NSXA, working with us, is poised to execute a similar plan in Australia.”
Mr. Carleton also mentioned:
“This transaction is exciting for issuers and investors. Both countries have highly developed capital markets with many common features, including a unique infrastructure that supports pre-revenue companies in the public markets. We look to build on the success of the CSE in Canada and help to provide competing exchange market services to Australian issuers and investors. We will create a collaborative environment where both exchanges can investigate inter-listing solutions for clients.”
Under its management team led “by Max Cunningham, Managing Director and Chief Executive Officer, the NSXA is positioned to replicate the CSE’s success and become a competitive force in Australian capital formation.”
Mr. Cunningham said:
“The CSE’s acquisition will provide NSX with financial strength and operational stability, and bring global expertise to local exchange activities. That is great news for participants and competition in Australia’s capital markets.”
They added:
“The Canadian experience demonstrates that one exchange size does not fit all. Issuers and investors in Australia are keen to see a dynamic alternative to the larger, legacy incumbent. A stronger balance sheet enables NSX to expand our product offering, sharpen our customer focus, and provide Australian companies, brokers and investors liquid, reliable and well-regulated services. We believe in a strong, accountable and transparent regulatory environment underpinned by rules rather than opaque ‘precedent-based’ decision-making around waivers and other governance matters.”
The CSE Board has recommended that CSE shareholders “vote in favor of the Scheme.”
The agreement with NSX contains customary deal protections, “including a break fee payable to CSE in certain circumstances, as well as exclusivity covenants on the part of NSX.”
The Scheme is also subject to the “approval of NSX shareholders, the Australian court, and the Australian Securities and Investments Commission.”
On the assumption that the transaction is approved, it is “expected to close in the third quarter of 2025.”