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. These non-electing stockholders will receive all cash consideration, subject to proration as provided in the merger agreement.
Beginning on July 25, 2008, the required election forms and accompanying instructions were mailed to NYMEX Holdings stockholders of record as of July 18, 2008. NYMEX Holdings stockholders, including those that acquired their shares after July 18, 2008, may request copies of these election documents by calling D.F. King & Co., Inc. toll free from within the United States and Canada at (800) 758-5378. NYMEX Holdings stockholders who hold their shares through a bank, broker or other nominee should contact their bank, broker or other nominee to obtain additional copies of the election documents.
