What Risks Linger After NSX’s Shareholder Approval of CNSX Takeover?
NSX Limited shareholders overwhelmingly approved a scheme of arrangement for acquisition by 1001290557 Ontario Inc., a related entity of the Canadian Stock Exchange operator CNSX Markets Inc. The deal, valued at four cents per fully paid share, now awaits Federal Court approval to proceed.
- Scheme of arrangement proposes CNSX affiliate to acquire all NSX shares not already owned
- NSX Board unanimously recommends approval, supported by Independent Expert’s fair and reasonable opinion
- Shareholders voted by poll with over 93% in favor of the Scheme Resolution
- Key conditions include Federal Court approval and regulatory clearances
- If approved, scheme implementation and payment expected by 24 October 2025
Background and Meeting Overview
On 10 October 2025, NSX Limited convened a pivotal Scheme Meeting to seek shareholder approval for a proposed acquisition by 1001290557 Ontario Inc. (BidCo), a related corporate entity of CNSX Markets Inc., the operator of the Canadian Securities Exchange. The meeting was conducted as a hybrid event, allowing shareholders to participate both in person at NSX’s Sydney offices and virtually via an online platform.
Tim Hart, NSX’s Non-Executive Director and Chair of the meeting, opened proceedings by confirming quorum and outlining the sole resolution for consideration, the approval of a scheme of arrangement under which BidCo would acquire all issued shares in NSX not already owned by CNSX.
Scheme Details and Consideration
The scheme, as detailed in the Scheme Booklet distributed to shareholders, offers a cash consideration of four cents per fully paid ordinary NSX share and a proportionate amount for partly paid shares. This offer reflects the terms negotiated under the Scheme Implementation Deed signed in May 2025 and subsequently varied to reflect current conditions.
The acquisition would result in CNSX gaining full ownership of NSX, effectively integrating the Australian stock exchange operator into its Canadian parent group. The transaction is positioned as a strategic move to enhance NSX’s access to funding and operational synergies within a broader North American exchange network.
Shareholder and Expert Endorsements
The NSX Board of Directors unanimously recommended shareholders vote in favor of the scheme, citing the Independent Expert report by Moore Australia (VIC) Pty Ltd. The expert concluded the scheme is fair and reasonable and in the best interests of NSX shareholders on a control basis. Directors also confirmed no superior proposals have emerged, reinforcing their support for the transaction.
Voting was conducted by poll, with proxy votes indicating strong shareholder backing, over 93% of votes cast were in favor, with only about 5% against. The Chair also noted that any open proxies would be voted in favor, further consolidating support.
Next Steps and Regulatory Approvals
Following shareholder approval, the scheme requires Federal Court approval scheduled for 14 October 2025, along with satisfaction of customary conditions precedent including regulatory clearances. If all conditions are met, the scheme is expected to become effective on 15 October 2025, with NSX shares ceasing trading that day. The record date for entitlements is set for 17 October, and payment of scheme consideration is anticipated by 24 October 2025.
Should the scheme not receive court approval or if conditions remain unmet, NSX will continue as a listed entity on the ASX. The company has committed to keeping shareholders informed of any changes to the timetable or conditions.
Implications for NSX and Market Observers
This acquisition marks a significant shift in ownership for NSX, potentially opening new avenues for growth under CNSX’s stewardship. Market participants will be watching closely for the Federal Court’s decision and the subsequent integration process. The deal’s modest cash consideration reflects the niche scale of NSX but underscores the strategic value CNSX places on expanding its footprint into the Australian market.
Bottom Line?
With shareholder approval secured, all eyes now turn to the Federal Court’s verdict and the future of NSX under Canadian ownership.
Questions in the middle?
- Will the Federal Court approve the scheme without imposing additional conditions?
- How will CNSX integrate NSX’s operations and what changes might shareholders expect post-acquisition?
- Could a Superior Proposal still emerge before the scheme’s implementation date?
