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Institutional Shareholder Services Inc. and Egan-Jones Proxy Recommend NYMEX Shareholders Vote ‘FOR’ the Acquisition by CME Group
2008-08-06 16:22:00
Institutional Shareholder Services Inc. and Egan-Jones Proxy Recommend NYMEX Shareholders Vote ‘FOR’ the Acquisition by CME Group
ISS and Egan-Jones also recommend CME Group shareholders vote 'FOR' the
transaction
NEW YORK, Aug. 6 /EMWNews/ -- NYMEX Holdings, Inc. (NYSE:
NMX), parent company of the New York Mercantile Exchange, Inc., today
announced that Institutional Shareholder Services Inc. (ISS) and Egan-Jones
Proxy have recommended that NYMEX shareholders vote "FOR" the acquisition
by CME Group. In separate reports, ISS and Egan-Jones also recommended that
NYMEX and CME Group shareholders vote "FOR" the transaction.
In recommending that NYMEX shareholders vote to approve the
acquisition, ISS stated that, "Based on our review of the terms of the
transaction and ... in particular the strategic rationale of the
transaction, we believe that the merger agreement warrants shareholder
support."
Egan-Jones' review centered on the strategic and financial aspects of
the proposed transaction in the context of maximizing shareholder value.
*Permission to use quotations from the ISS report was neither sought
nor obtained.
About NYMEX Holdings, Inc.
NYMEX Holdings, Inc. (NYSE: NMX) is the parent company of New York
Mercantile Exchange, Inc., the world's largest physical commodities
exchange, offering futures and options trading in energy, metals and other
contracts and clearing services for more than 400 off-exchange contracts.
Through a hybrid model of open outcry floor trading and electronic trading
on the CME Globex(R) electronic platform, as well as clearing off-exchange
instruments through NYMEX ClearPort(R) Clearing, NYMEX offers crude oil,
petroleum products, natural gas, coal, electricity, gold, silver, copper,
aluminum, platinum group metals, emissions, and soft commodities contracts
for trading and clearing virtually 24 hours each day. Further information
about NYMEX Holdings, Inc. and the New York Mercantile Exchange, Inc. is
available on the NYMEX website at http://www.nymex.com.
Forward Looking Statements
This press release may contain forward-looking information regarding
CME Group Inc. ("CME Group") and NYMEX Holdings, Inc. ("NYMEX Holdings")
and the combined company after the completion of the merger that are
intended to be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, the benefits of the business
combination transaction involving CME Group and NYMEX Holdings, including
future financial and operating results, the new company's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based on current beliefs,
expectations, forecasts and assumptions of CME Group's and NYMEX Holdings'
management which are subject to risks and uncertainties which could cause
actual outcomes and results to differ materially from these statements.
Other risks and uncertainties relating to the proposed transaction include,
but are not limited to the satisfaction of conditions to closing; including
receipt of shareholder, antitrust, regulatory and other approvals on the
proposed terms and schedule; the proposed transaction may not be
consummated on the proposed terms and schedule; uncertainty of the expected
financial performance of CME Group following completion of the proposed
transaction; CME Group may not be able to achieve the expected cost
savings, synergies and other strategic benefits as a result of the proposed
transaction or may take longer to achieve the cost savings, synergies and
benefits than expected; the integration of NYMEX Holdings with CME Group's
operations may not be successful or may be materially delayed or may be
more costly or difficult than expected; general industry and market
conditions; general domestic and international economic conditions; and
governmental laws and regulations affecting domestic and foreign
operations.
For more information regarding other related risks, see Item 1A of CME
Group's Annual Report on Form 10-K for the fiscal year ended December 31,
2007 and Item 1A of NYMEX Holdings' Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 and additional updates to these risks
contained in our Quarterly reports. Copies of said 10-Ks and 10-Qs are
available online at http://www.sec.gov/ or on request from the applicable
company. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this press release. Except for any
obligation to disclose material information under the Federal securities
laws, CME Group and NYMEX Holdings undertake no obligation to release
publicly any revisions to any forward- looking statements to reflect events
or circumstances after the date of this press release.
Important Merger Information
In connection with the merger transaction involving CME Group and NYMEX
Holdings, CME Group has filed a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC") on July 21, 2008 containing a
definitive joint proxy statement/prospectus. This press release is not a
substitute for the definitive joint proxy statement/prospectus or any other
documents CME Group and NYMEX Holdings have filed or will file with the
SEC. Investors and security holders are urged to read the definitive joint
proxy statement/prospectus and any other relevant documents filed or to be
filed by CME Group or NYMEX Holdings because they contain or will contain
important information about the proposed transaction. The definitive joint
proxy statement/prospectus and other documents filed or to be filed by CME
Group or NYMEX Holdings with the SEC are or will be available free of
charge at the SEC's Web site ( http://www.sec.gov/ ) or from CME Group
Inc., Attention: Shareholder Relations, 20 S. Wacker Drive, Chicago,
Illinois 60606 , (312) 930-1000 or NYMEX Holdings, Inc., Attention:
Investor Relations, at One North End Avenue, World Financial Center, New
York, New York 10282, (212) 299-2000.
CME Group and NYMEX Holdings and their respective directors, executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from CME Group and NYMEX
Holdings shareholders in respect of the proposed transaction. Information
regarding CME Group and NYMEX Holdings' directors and executive officers is
available in their respective proxy statements for their 2008 annual
meeting of stockholders. Additional information regarding the interests of
such potential participants is included in the joint proxy
statement/prospectus and the other relevant documents filed with the SEC
when they become available. This document shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
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