Glass Lewis and Proxy Governance Recommend CME Group Shareholders Vote 'FOR' the Acquisition of NYMEX Holdings Inc.
July 31 2008 - 5:37PM
PR Newswire (US)
CHICAGO, July 31 /PRNewswire-FirstCall/ -- CME Group, the world's
largest and most diverse derivatives exchange, announced that Glass
Lewis & Co. and Proxy Governance, two leading proxy advisory
firms, have recommended that CME Group shareholders vote "FOR" the
acquisition of NYMEX Holdings at the Special Shareholders Meeting
scheduled for August 18, 2008. In making its recommendation, Glass
Lewis stated the following: "Consolidation among exchange operators
continues to be a viable growth strategy. The transaction will
result in a more competitive exchange, offers NYMEX Holdings
shareholders a financially fair consideration and is expected to be
accretive to earnings for the surviving shareholders of CME Group."
The Glass Lewis report concluded: "... we recommend that
shareholders of each company vote FOR this proposal." The Board of
Directors of CME Group recommends that shareholders vote "FOR" the
adoption of the agreement and plan of merger. 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. CBOT and
Chicago Board of Trade are trademarks of the Board of Trade of the
City of Chicago. 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 DATASOURCE: CME Group
CONTACT: media, Anita Liskey, +1-312-466-4613, or Allan Schoenberg,
+1-312-930-8189 both of CME Group, , or investors, John Peschier of
CME Group, +1-312-930-8491 Web site: http://www.cme.com/
http://www.cmegroup.mediaroom.com/
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