CHICAGO, Aug. 7 /PRNewswire-FirstCall/ -- CME Group, Inc. (Nasdaq: CME)
today announced it priced an underwritten public offering of $250 million
aggregate principal amount of floating rate notes due 2009, $300 million
aggregate principal amount of floating rate notes due 2010 and $750 million
aggregate principal amount of 5.40% notes due 2013. The floating rate notes
due 2009 will bear interest equal to LIBOR plus 0.20% per year, adjusted
quarterly. The floating rate notes due 2010 will bear interest equal to LIBOR
plus 0.65% per year, adjusted quarterly. The offering is being made under CME
Group's existing shelf registration statement and is expected to close on
August 12, 2008, subject to customary closing conditions.
CME Group intends to use the net proceeds from the offering, together with
other available funds, to finance its previously announced proposed
acquisition of NYMEX Holdings, Inc. (NYSE: NMX). The offering is not
conditioned upon completion of the acquisition. If the acquisition is not
completed, CME Group intends to use the net proceeds from the offering of the
floating rate notes for general corporate purposes. The 5.40% notes have a
mandatory redemption feature if the acquisition is not completed prior to
December 31, 2008 or if the merger agreement is terminated on or prior to such
date.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offers of the notes will be made exclusively by means of a
prospectus and prospectus supplement.
Banc of America Securities LLC and UBS Securities LLC are acting as
representatives of the underwriters. Copies of the prospectus supplement and
accompanying prospectus relating to the offering may be obtained by contacting
Banc of America Securities LLC, Prospectus Department, 100 West 33rd Street,
3rd Floor, New York, New York 10001, 800-294-1322; or UBS Securities LLC, 677
Washington Boulevard, Stamford, CT 06901, Attn: Fixed Income Syndicate,
toll-free 877-827-6444, ext. 561 3884.
About CME Group
CME Group 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 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.
Forward Looking Statements:
Statements in this news release that are not historical facts are
forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or implied in any forward-looking
statements. Among the factors that might affect our performance are: our
ability to obtain the required approvals and to satisfy the closing conditions
for our proposed merger with NYMEX Holdings, Inc. and our ability to realize
the benefits and control the costs of the proposed transaction and operating
NYMEX Holdings' businesses after the completion of the proposed transaction;
the risk of an unfavorable judgment or ruling in the class action litigation
regarding the proposed merger with NYMEX Holdings; our ability to successfully
complete the integration of the businesses of CME Holdings, CBOT Holdings and
NYMEX Holdings, including the fact that such integration may be more
difficult, time consuming or costly than expected and revenues and synergies
following the merger may be lower than expected; increasing competition by
foreign and domestic entities, including increased competition from new
entrants into our markets and consolidation of existing entities; our ability
to keep pace with rapid technological developments, including our ability to
complete the development and implementation of the enhanced functionality
required by our customers; our ability to continue introducing competitive new
products and services on a timely, cost-effective basis, including through our
electronic trading capabilities, and our ability to maintain the
competitiveness of our existing products and services; our ability to adjust
our fixed costs and expenses if our revenues decline; our ability to continue
to generate revenues from our processing services; our ability to maintain
existing customers and strategic relationships and attract new ones; our
ability to expand and offer our products in foreign jurisdictions; changes in
domestic and foreign regulations; changes in government policy, including
policies relating to common or directed clearing or changes as a result of a
potential combination with the Securities and Exchange Commission (the "SEC")
and the Commodity Futures Trading Commission; the costs associated with
protecting our intellectual property rights and our ability to operate our
business without violating the intellectual property rights of others; our
ability to generate revenue from our market data that may be reduced or
eliminated by decreased demand or by the growth of electronic trading; changes
in our rate per contract due to shifts in the mix of the products traded, the
trading venue and the mix of customers (whether the customer receives member
or non-member fees or participates in one of our various incentive programs)
and the impact of our tiered pricing structure; the ability of our financial
safeguards package to adequately protect us from the credit risks of clearing
firms; the ability of our compliance and risk management methods to
effectively monitor and manage our risks; changes in price levels and
volatility in the derivatives markets and in underlying fixed income, equity,
foreign exchange and commodities markets; economic, political and market
conditions; natural disasters and other catastrophes, our ability to
accommodate increases in trading volume and order transaction traffic without
failure or degradation of performance of our systems; our ability to execute
our growth strategy and maintain our growth effectively; our ability to manage
the risks and control the costs associated with our acquisition, investment
and alliance strategy; our ability to continue to generate funds and/or manage
our indebtedness to allow us to continue to invest in our business; industry
and customer consolidation; decreases in trading and clearing activity; the
potential imposition of a transaction tax on futures and options on futures
transactions; the seasonality of the futures business; other risks detailed in
our filings with the SEC; and changes in the regulation of our industry with
respect to speculative trading in commodity interests and derivative
contracts.
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 additional updates to these risks contained in our Quarterly reports.
Copies of said 10-K and 10-Qs are available online at http://www.sec.gov/ or
upon request from CME Group. 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.
Important Acquisition Information
In connection with the proposed transaction involving CME Group and NYMEX
Holdings, CME Group has filed a registration statement on Form S-4 with the
SEC containing a final joint proxy statement/prospectus, which the SEC
declared effective on July 21, 2008. Investors and security holders are urged
to read the final prospectus/proxy statement and any other such documents,
when available, which will contain important information about the proposed
transaction. The final 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.
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