Under the terms of the definitive agreement, shareholders of NYMEX will receive total consideration equal to 0.1323 shares of CME Group Class A common stock and $36.00 in cash for each share of NYMEX common stock outstanding, or an aggregate of approximately 12.5 million shares of CME Group Class A common stock and cash of $3.4 billion. NYMEX shareholders will hold approximately 18.6% of the combined company on a pro forma basis. Shareholders of NYMEX can elect to receive either CME Group Class A common stock or cash for each share of NYMEX common stock. The exact amount of the cash and stock consideration to be received by each NYMEX shareholder will be determined by proration in the event that total cash elections are
either greater than or less than the mandatory cash component of approximately $3.4 billion. CME Group may choose to increase the cash amount if NYMEX shareholders elect to receive more than $3.4 billion in cash, under certain circumstances.
The strategic combination is expected to create substantial value for shareholders through the realization of approximately $60 million in cost synergies and additional compelling growth opportunities. As part of the transaction, NYMEX is required to offer to purchase the 816 outstanding NYMEX Class A memberships for consideration not to exceed $500 million in the aggregate, or approximately $612,000 per membership. The closing of the transaction will be conditioned on, among other things, at least 75 percent of the memberships being repurchased.
The combined company will provide global market participants access to the leading financial and agricultural exchange and the leading energy and metals exchange in a regulated, transparent marketplace distributed around the world through the enhanced speed and capacity of the CME GlobexÂ® platform. NYMEX customers will benefit from a single point of contact from trade matching through clearing. CME Group will continue to offer multiple venues for execution, including trading floors in Chicago and New York, clearing on the NYMEX ClearPortÂ® platform, as well as electronic trading on CME Globex, which is available to customers worldwide virtually 24 hours each trading day. The combined company will continue to operate a trading floor in New York City as long as both revenue and profitability thresholds are achieved going forward.
âThis strategic combination with NYMEX, the premier exchange in energy and metals derivatives trading, continues both of our companiesâ traditions of finding innovative ways to create value for our customers and shareholders,â said CME Group Executive Chairman Terry Duffy. âThis agreement builds on our existing trading technology agreement announced in April 2006 that has allowed customers around the world to benefit from access to NYMEXâs benchmark energy and metals products. Since coming onto the CME Globex platform, average daily volume of NYMEX products on CME Globex has increased to nearly one million contracts. Through this combination, we will be better able to generate synergies between our exchanges to provide increased efficiencies and new trading opportunities for customers around the world and create new long-term value for our shareholders. We greatly appreciate the statements of support made this morning by our Congressional leaders, including Senators Durbin and Schumer, as we continue our commitment to both New York and Chicago through this transaction.â
âNYMEX shareholders and customers have benefited greatly from our existing technology services agreement with CME Group, and this transaction allows us to take the business and our growth to a much higher level,â said NYMEX Chairman Richard Schaeffer. âCME Group has excellent potential for strong future growth and our careful review of the various options available to NYMEX for enhancing long-term shareholder value concluded that this transaction is the best path for NYMEX customers and shareholders alike. We are excited by the unique opportunities this combination creates for us to continue to build our business internationally, further improve cost efficiencies and trading opportunities, and grow shareholder value.â
âCME Group is committed to providing market users around the world with the broadest array of benchmark products, deep pools of liquidity, and the choice of trading on our electronic platform or trading floors,â said CME Group Chief Executive Officer Craig Donohue. âBecause energy products complement our diverse suite of product offerings, this acquisition creates immediate and long-term value for our combined company, our customers and our shareholders. We have a proven track record of completing large-scale integrations on schedule and according to plan, with a focus on ensuring a seamless experience for users of our markets. In addition to the expected operational cost efficiencies and revenue enhancements, the combined company will be able to further distribute NYMEX benchmark products and expand OTC energy trading opportunities, helping to ensure that CME Group can sustain its strong, globally competitive position in the future.â
âBoth NYMEX and CME Group have a proven track record of bringing new and innovative risk management products to the marketplace, and we are excited about the potential to create a viable, long-term trading environment for our combined products,â said NYMEX President and Chief Executive Officer James E. Newsome. âIn addition, the combination will create new development opportunities in new markets, for new products and for new customers. As a result of NYMEX combining with CME Group, market participants will continue to rely on the price transparency and liquidity they have grown to expect from both exchanges while utilizing the CME Globex electronic trading platform. NYMEX has always been proud of giving its customers the ability to choose where and how they trade by offering a diverse set of risk management tools in multiple venues. This transaction will expand those options tremendously.â
Upon completion of the transaction, Duffy will remain Executive Chairman of CME Group and Donohue will remain Chief Executive Officer. The Board of Directors of CME Group will add three directors from NYMEX.
Strategic Benefits of the Transaction
â¢ Financially Attractive: CME Group and NYMEX expect the transaction to become accretive to earnings on a GAAP basis within 12 to 18 months after the close.
â¢ Synergy Opportunities: Anticipated pre-tax cost savings of approximately $60 million annually, driven primarily by technology and administrative cost reductions.
â¢ Operational Efficiencies: Expected customer benefits derived from clearing efficiencies, harmonized trading and administrative technology systems.
â¢ Strategic Position: Affords CME Group the opportunity to provide a regulated, transparent exchange for global energy and metals market participants, thereby offering an alternative to opaque market models that exist in the cash and OTC markets today.
â¢ Global Growth: The combination will also significantly expand CME Groupâs presence where energy and metals products are central to risk management strategies, particularly in the Middle East and Asia.
â¢ Worldwide Partnerships: Efforts to expand NYMEXâs energy presence globally through its existing relationships with the Dubai Mercantile Exchange, the Norwegian derivatives exchange, Imarex, the recently announced Green Exchange and the initiative with LCH remain unchanged under the terms of the agreement and will complement CME Groupâs existing partnerships with BM&F and Korea Exchange.
The transaction is subject to approvals of regulators, shareholders of both companies and NYMEX members, as well as the satisfaction of customary closing conditions. The boards of directors of CME Group and NYMEX have each unanimously approved the transaction and each director on the boards of NYMEX and CME Group has indicated an intent to vote in favor of the merger. The closing of the transaction will be conditioned on, among other things, the regulatory, shareholder and membership approvals described above, at least 75 percent of the Class A memberships in NYMEX being repurchased by NYMEX and approval of amendments to the NYMEX certificate of incorporation and bylaws by the NYMEX members. Following the merger, trading privileges will be provided through a new trading permit program. Subject to necessary consents and approvals, the companies expect to close the merger in the fourth quarter of 2008.
Lehman Brothers, Goldman Sachs and William Blair are acting as financial advisors to CME Group, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as CME Group's legal advisor. JP Morgan and Merrill Lynch are acting as financial advisors to NYMEX, Sandler OâNeill is acting as special financial adviser to NYMEX in connection with NYMEX Class A memberships, and Weil, Gotshal & Manges LLP is acting as NYMEXâs legal advisor.