CHICAGO and NEW YORK, Aug. 15 /PRNewswire-FirstCall/ -- CME Group Inc.
(Nasdaq: CME) and NYMEX Holdings, Inc. (NYSE: NMX) today announced that the
closing date of their merger is anticipated to be August 22, 2008, assuming
stockholder and member approval on Monday, August 18, 2008. In the merger,
NYMEX Holdings will merge with and into CMEG NY Inc., a wholly-owned
subsidiary of CME Group.
The companies also announced that the election deadline for NYMEX Holdings
stockholders to elect the form of consideration they will receive will be 5:00
p.m., Chicago time, on August 20, 2008 (the 'Election Deadline'). This is the
time by which NYMEX Holdings stockholders must deliver their election forms to
Computershare Trust Company, N.A., which is serving as the exchange agent.
NYMEX Holdings stockholders who hold their shares through a bank, broker
or other nominee may have an election deadline earlier than the Election
Deadline. These NYMEX Holdings stockholders should carefully review any
materials they receive from their bank, broker or other nominee to determine
the election deadline applicable to them.
Pursuant to the terms of the merger agreement and subject to approval by
stockholders of NYMEX Holdings and CME Group and Class A members of New York
Mercantile Exchange, Inc., NYMEX Holdings stockholders are entitled to elect
to receive, for each share of NYMEX Holdings common stock they own, either
cash consideration with a value equal to (a) $36.00 plus (b) the product of
(1) 0.1323 and (2) the average closing sale price of shares of CME Group Class
A common stock on the Nasdaq Global Select Market for the period of ten
consecutive trading days ending on the second full trading day (anticipated to
be August 20, 2008) prior to the effective time of the merger (the 'Average
CME Group Share Price'), or stock consideration consisting of a number of
shares of CME Group Class A common stock equal to the cash consideration per
share of NYMEX Holdings common stock divided by the Average CME Group Share
Price. All elections are subject to proration as provided in the merger
agreement, which preserves the mandatory aggregate cash consideration amount
of approximately $3.4 billion, after taking into account all of the elections
made by all of the NYMEX Holdings stockholders. NYMEX Holdings stockholders
who do not make a timely election or fail to deliver a properly completed
election form to Computershare Trust Company, N.A. by the Election Deadline
will not be able to elect the form of merger consideration they will receive
in the merger.
