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CME Group Inc. (NASDAQ: CME) and NYMEX Holdings, Inc. (NYSE: NMX) today announced that they will begin mailing a definitive joint proxy statement today to shareholders of record as of the close of business on July 18, 2008. The companies also announced that the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form S-4 relating to CME Group's proposed acquisition of NYMEX.
CME Group will hold a special shareholder meeting on August 18, 2008, at the Union League Club of Chicago, located at 65 West Jackson in Chicago at 3:00 p.m., Central Time. Also on August 18, 2008, NYMEX will hold a special member meeting at 3:00 p.m., Eastern Time and a special shareholder meeting at 4:00 p.m., Eastern Time, both located at the New York Mercantile Exchange, One North End Avenue, World Financial Center.
The transaction is subject to approvals of shareholders of both companies and of NYMEX Class A members. Changes in Class A member rights associated with the transaction will be accomplished through amendments to the certificate of incorporation and bylaws of NYMEX which require the affirmative vote of the owners of 75 percent of the outstanding NYMEX Class A memberships. The approval of these amendments is a condition to the closing of the merger.
The CME Group Board of Directors has recommended that its shareholders vote "for" the proposal to approve the Third Amended and Restated Certificate of Incorporation and "for" the proposal to approve the issuance of CME Group Class A common stock to NYMEX Holdings shareholders pursuant to the merger agreement. The NYMEX Holdings, Inc. Board of Directors has recommended that its shareholders vote "for" the proposal to approve the transaction.
Subject to obtaining the necessary approvals, the companies expect to close the merger in the third quarter of 2008. The joint proxy statement/prospectus is available at: http://www.sec.gov/, http://www.cmegroup.com/ and http://www.nymex.com/.
