CME Group and NYMEX Receive Unconditional Department of Justice Clearance to proceed with acquisition

by Chicago Mercantile Exchange 16 Jun 21:07

CHICAGO, June 16 /PRNewswire-FirstCall/ — CME Group Inc. (NYSE:
CME)(NASDAQ: CME) and NYMEX Holdings, Inc. (NYSE: NMX) today announced that they have received clearance from the U.S. Department of Justice (DOJ) to
complete their proposed transaction without conditions.

“Throughout the review process we were confident that the Department of
Justice would approve our combination, and today’s announcement represents
important progress in completing this transaction and delivering value to
shareholders, customers and members,” said CME Group Executive Chairman Terry
Duffy. “We believe that our combination with NYMEX will generate $60 million
in cost synergies for shareholders as well as generate compelling growth
opportunities. We look forward to working together to integrate our
exchanges and create long-term value for our shareholders.”

“We continue to believe that CME Group is the best strategic partner for
NYMEX,” said NYMEX Chairman Richard Schaeffer. “With regulatory clearance
behind us, this combination promises substantial advantages for all market
participants — the best option for us and the next phase in the evolution of
NYMEX.”

“We are very pleased to receive DOJ’s consent today following their rigorous
review process, and we now look forward to achieving the other milestones
that are necessary to successfully complete the NYMEX acquisition,” said CME
Chief Executive Officer Craig Donohue. “In addition to facilitating the
combination of our two companies, DOJ’s unconditional consent, together with
Congress’ recent reauthorization of the Commodity Futures Trading Commission
for an additional five-year period, in our view provides even further
validation of the effectiveness and competitiveness of the exchange- owned
clearing model. With these regulatory issues now behind us, our merger will
allow us to aggressively execute on our growth strategy, which includes the
provision of clearing services to customers in the over-the-counter interest
rate, foreign exchange, commodity, energy and credit markets.”

“Today’s announcement makes us even more confident in the opportunity that a
CME/NYMEX combination promises,” added James E. Newsome, NYMEX President and
Chief Executive Officer. “NYMEX and CME members and customers have already
grown to expect price transparency and liquidity from both exchanges while
utilizing the CME Globex electronic trading platform and our trading floors.
Our combination will better position both CME and NYMEX to offer those
benefits to current and prospective customers as we compete globally with
other cash, over-the-counter (OTC) and regulated markets.”

The transaction is subject to approvals of regulators, shareholders of both
companies and NYMEX members, as well as the satisfaction of customary closing
conditions. The closing of the transaction will be conditioned on, among other
things, the regulatory, shareholder and membership approvals described above,
at least 75 percent of the Class A memberships in NYMEX being repurchased by
NYMEX and approval of amendments to the NYMEX certificate of incorporation
and bylaws by the NYMEX members. Subject to necessary consents and approvals,
the companies expect to close the merger in the fourth quarter of 2008.

About CME Group

CME Group (http://www.cmegroup.com/) is the world’s largest and most diverse
exchange. Formed by the 2007 merger of the Chicago Mercantile Exchange (CME)
and the Chicago Board of Trade (CBOT), CME Group serves the risk management
needs of customers around the globe. As an international marketplace, CME
Group brings buyers and sellers together on the CME Globex electronic trading
platform and on its trading floors. CME Group offers the widest range of
benchmark products available across all major asset classes, including
futures and options based on interest rates, equity indexes, foreign
exchange, agricultural commodities, and alternative investment products such
as weather and real estate. CME Group is traded on the New York Stock
Exchange and NASDAQ under the symbol “CME.”

About NYMEX Holdings, Inc.

NYMEX Holdings, Inc. (NYSE: NMX) is the parent company of the 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®
electronic platform, as well as clearing off-exchange instruments through
NYMEX ClearPort® 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 result 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’s 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 June 11, 2008 containing a
preliminary joint proxy statement/prospectus. The registration statement has
not yet become effective. This material is not a substitute for the final
prospectus/proxy statement or any other documents the parties will file with
the SEC. Investors and security holders are urged to read the final
prospectus/proxy statement and any other such documents, when available,
which will contain important information about the proposed transaction. The
final prospectus/proxy statement will be, and other documents filed or to be
filed by CME Group 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.

CME-G

Photo: http://www.newscom.com/cgi-bin/prnh/20070712/AQTH147LOGO
AP Archive: http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com

SOURCE: CME Group Inc.

CONTACT: Media, Anita Liskey, +1-312-466-4613, or Allan Schoenberg,
+1-312-930-8189, news@cmegroup.com, or Investors, John Peschier,
+1-312-930-8491, all of CME Group Inc.; or Anu Ahluwalia, +1-212-299-2439, or
Keil Decker, +1-212-299-2209, both of NYMEX Holdings, Inc.

Web site: http://www.cme.com/
http://www.cmegroup.mediaroom.com/