CME Group Inc. Completes Acquisition of NYMEX Holdings, Inc., Expands Its Diversified Product Offerings to Include Energy and Me
August 22 2008 - 12:13PM
PR Newswire (US)
CHICAGO, Aug. 22 /PRNewswire-FirstCall/ -- CME Group Inc.
(NASDAQ:CME) today announced that it has completed its acquisition
of NYMEX Holdings, Inc. (NYSE:NMX). The combined companies will
provide customers around the world with access to all major
benchmark asset classes, including interest rates, equity indexes,
foreign exchange, energy, agricultural commodities and metals. CME
Group Class A common stock will continue to trade on the NASDAQ
under the ticker symbol "CME." NYMEX Holdings, Inc. common stock is
being delisted and will no longer trade on the NYSE. The merger
creates a company with pro forma 2007 annual revenue of $2.7
billion and average trading volume of approximately 14.2 million
contracts per day in the first two quarters of 2008. Customers from
more than 85 countries trade CME Group products, primarily
electronically. Corporate headquarters of the combined company will
remain in Chicago at 20 S. Wacker Drive. CME Group's New York
office will be located at the NYMEX World Headquarters, One North
End Avenue. "We are extremely pleased to complete our transaction
and welcome NYMEX and COMEX into CME Group," said CME Group
Executive Chairman Terry Duffy. "This is another milestone for CME
Group and NYMEX in our long and successful histories. Together, we
will continue operating the largest and most diverse derivatives
exchange in the world. We are extremely grateful for the support of
NYMEX shareholders, members and employees. As a united company, we
are well positioned for a new phase of growth, innovation and
product development that will benefit our customers, shareholders
and market users around the world." "We are very proud to have now
completed the consolidation of three of the world's most important
and successful derivatives exchanges," said CME Group Chief
Executive Officer Craig Donohue. "Our NYMEX and COMEX acquisition
further strengthens CME Group's leading position in global
financial markets and provides significant and valuable new growth
opportunities for our shareholders, customers and members. CME
Group has a strong track record of delivering cost synergies and
realizing revenue and growth opportunities from consolidation
transactions and we now look forward to the integration of our two
great companies." Under the terms of the agreement, NYMEX Holdings,
Inc. stockholders as of the closing will receive, at their
election, consideration in cash, stock or a combination of cash and
stock, subject to proration as described below. The cash
consideration per share of NYMEX Holdings common stock is $81.16.
The stock consideration will be equal to 0.2378 shares of CME Group
Class A common stock for each share of NYMEX Holdings common stock.
Cash will be paid in lieu of fractional shares. Preliminary
election results indicate that the following elections were made
with respect to NYMEX Holdings common stock (i) approximately 58
million shares for stock elections, (ii) approximately 29 million
shares for cash elections and (iii) no elections with respect to
approximately 8 million shares. Non-elections are deemed to be an
election for cash. Approximately 9 million shares of NYMEX Holdings
common stock included in the above elections were delivered
pursuant to guaranteed delivery. Based upon these preliminary
numbers, the stock consideration was oversubscribed and former
NYMEX Holdings stockholders who elected to receive stock will
receive a portion of their consideration in cash, rather than the
entire amount of the stock that they elected to receive. The
companies also announced they will begin integrating NYMEX business
operations in order to achieve approximately $60 million in
expected cost synergies. The timetable for integration includes: --
Completing the staffing process 60 days post-closing; --
Integrating membership systems in first-quarter 2009; --
Integrating fee systems in second-quarter 2009; -- Migrating the
NYMEX and COMEX trading floors into one in second-quarter 2009; --
Combining clearing systems in third-quarter 2009; and, --
Integrating price reporting systems in third-quarter 2009. CME
Group and NYMEX entered into a strategic partnership in May 2006 to
offer all NYMEX energy and metals contracts to trade electronically
on the CME Globex(R) electronic trading platform. Today, more than
one million NYMEX contracts trade every day electronically.
Overall, the combined open outcry and electronic trading average
daily volume, including over-the-counter trades on ClearPort, in
July for NYMEX was 1.9 million contracts, a 30 percent increase
from 1.4 million contracts per day in July 2007. CME Group
(http://www.cmegroup.com/) is the world's largest and most diverse
derivatives exchange. Building on the heritage of CME, CBOT and
NYMEX, 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 trading floors in Chicago and New York. 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, energy,
agricultural commodities, metals, 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. CBOT and Chicago Board of Trade
are trademarks of the Board of Trade of the City of Chicago. NYMEX,
New York Mercantile Exchange, and ClearPort are trademarks of New
York Mercantile Exchange. Inc. COMEX is a trademark of Commodity
Exchange, Inc. Standard & Poor's, S&P 500 and S&P,
S&P MidCap 400, Standard & Poor's Depositary Receipts and
SPDR are trademarks of The McGraw-Hill Companies, Inc. NASDAQ,
NASDAQ-100 and the NASDAQ-100 Index are trademarks of The Nasdaq
Stock Market, Inc. Nikkei and Nikkei 225 are trademarks of Nihon
Keizai Shimbun Inc. The Russell 2000 Index and Russell 1000 Index
are registered trademarks of Frank Russell Co. TRAKRS and Total
Return Asset Contracts are trademarks of Merrill Lynch & Co.,
Inc. GSCI is a trademark of Goldman Sachs & Co. Morgan Stanley
Capital International, MSCI, and EAFE are trademarks of MSCI.
FTSE/Xinhua China 25 is a trademark of FTSE Xinhua Index Limited.
Dow Jones and Dow Jones Industrial Average are trademarks of Dow
Jones & Company, Inc. CDR Liquid 50 NAIG is a trademark of
Credit Derivatives Research LLC. 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/. Additional
Information Forward Looking Statements This press release may
contain forward-looking information regarding CME Group Inc. ("CME
Group") 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
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 uncertainty of the
expected financial performance of CME Group following completion of
the transaction; CME Group may not be able to achieve the expected
cost savings, synergies and other strategic benefits as a result of
the 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
undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date of this press release. CME-G DATASOURCE: CME Group Inc.
CONTACT: Media, Anita Liskey, +1-312-466-4613, or Allan Schoenberg,
+1-312-930-8189, both of CME Group Inc., , or Investors, John
Peschier of CME Group Inc., +1-312-930-8491 Web site:
http://www.cme.com/
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