CME Group Files Registration Statement Related to Proposed Acquisition of NYMEX Holdings Inc.
June 11 2008 - 8:00AM
PR Newswire (US)
CHICAGO, June 11 /PRNewswire-FirstCall/ -- CME Group Inc.
(NYSE:CMENASDAQ:CME) today announced the filing of a Registration
Statement on Form S-4 with the U.S. Securities and Exchange
Commission (SEC) containing a preliminary joint proxy
statement/prospectus related to its proposed transaction with NYMEX
Holdings, Inc. CME Group and NYMEX Holdings stockholders and
members of NYMEX are expected to vote on the transaction and
related matters later this year. 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 traded on the New York Stock Exchange and NASDAQ under
the symbol "CME." Forward Looking Statements: This transcript may
contain forward-looking information regarding CME Group Inc. and
NYMEX Holdings, Inc. 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 proposed merger of NYMEX Holdings, Inc.
("NYMEX") and the CME Group Inc. ("CME Group"), the parties have
filed relevant materials with the Securities Exchange Commission
("SEC"), including a joint proxy statement/prospectus regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION, BECAUSE IT
CONTAINS IMPORTANT INFORMATION. Investors are able to obtain a free
copy of the joint proxy statement/prospectus, as well as other
filings containing information about NYMEX and CME Group without
charge, at the SEC's website (http://www.sec.gov/). Copies of the
joint proxy statement/prospectus can also be obtained when
available, without charge by directing a request to CBOT Holdings,
Inc., Attention: Investor Relations, at 141 West Jackson, Chicago,
Illinois 60604 or calling (312) 435-3500. CME Group and its
directors, executive officers and other employees may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about CME Group's directors
and executive officers is available in CME Group's proxy statement,
dated March 17, 2008, for its 2008 annual meeting of stockholders.
Additional information about the interests of potential
participants will be included in the prospectus/proxy statement
when it becomes 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 U.S. Securities Act of 1933, as
amended. 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. 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/.
CONFIDENTIALITY NOTICE: This message and any attachments relate to
the official business of the New York Mercantile Exchange, Inc.
("NYMEX") and are proprietary to NYMEX. This e-mail is intended for
the above-named person(s) only and is confidential, proprietary
and/or legally privileged. If you are not the intended recipient,
you are hereby notified that any disclosure, copying, distribution
or the taking of any action in reliance on this information is
strictly prohibited. If this message has come to you in error,
please immediately notify the sender by telephone or return e-mail
and delete the original transmission and its attachments without
reading or saving in any manner. CME-G DATASOURCE: CME Group Inc.
CONTACT: Media: Anita Liskey, +1-312-466-4613, or Allan Schoenberg,
+1-312-930-8189, both at , or Investors: John Peschier,
+1-312-930-8491, all of CME Group Inc. Web site:
http://www.cme.com/ http://www.cmegroup.mediaroom.com/
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