back to newsInstitutional Shareholder Services Inc. and Egan Jones Recommends CME Group Shareholders Vote 'FOR' the Share Issuance in Connection With CME Group's
by Chicago Mercantile Exchange 07 Aug 09:46
ISS and Egan Jones also recommend NYMEX Holdings, Inc. shareholders vote
‘FOR’ the transaction
CHICAGO, Aug. 6 /PRNewswire-FirstCall/ — CME Group Inc. (NASDAQ: CME) the
world’s largest and most diverse derivatives exchange, today announced that
Institutional Shareholder Services Inc. (ISS) and Egan Jones have recommended
that CME Group shareholders vote “FOR” the share issuance to be undertaken by
CME Group in connection with its acquisition of NYMEX Holdings. In separate
reports, ISS and Egan Jones also recommended that NYMEX Holdings shareholders
vote “FOR” the transaction.
“With the positive recommendations to both CME Group and NYMEX shareholders
by ISS and Egan Jones, we have obtained further independent endorsement for
this transaction,” said CME Group Executive Chairman Terry Duffy. “This now
marks our third and fourth independent support for the full and final offer
we have proposed — demonstrating recognition of the value we believe it will
bring to members, shareholders and customers around the world. On behalf of
the Board of Directors of CME Group, I urge all CME Group shareholders to
vote ‘FOR’ the proposal.”
“With all necessary regulatory approvals and our receipt of a committed
financing for the transaction, we are pleased that all of the leading proxy
advisory firms, including ISS and Egan Jones, recognize the value of a CME
Group and NYMEX combination,” said CME Group Chief Executive Officer Craig
Donohue. “In addition to the $60 million in annual cost synergies that we
expect to achieve, the addition of NYMEX’s benchmark energy and metals
contracts will create significant new growth opportunities for our customers
and shareholders. CME Group’s acquisition of NYMEX will further enhance CME
Group’s position as the world’s leading financial exchange as we continue to
execute our aggressive global growth strategy. We look forward to
successfully completing the August 18 shareholder and member votes and to
integrating our two great companies.”
About CME Group
CME Group (http://www.cmegroup.com/) is the world’s largest and most diverse
derivatives 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 listed on NASDAQ
under the symbol “CME.”
The Globe logo, CME, Chicago Mercantile Exchange, CME Group, Globex and
E-mini, are trademarks of Chicago Mercantile Exchange Inc. These trademarks
are used herein under license. All other trademarks are the property of their
respective owners. Further information about CME Group and its products can
be found at http://www.cmegroup.com/.
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 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 prospectus/proxy
statement 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
SOURCE: CME Group Inc.
CONTACT: Media, Anita Liskey, +1-312-466-4613, or Allan Schoenberg,
+1-312-930-8189, both at news@cmegroup.com, or Investors, John Peschier,
+1-312-930-8491, all of CME Group Inc.
Web site: http://www.cme.com/
