8-KMaterial AgreementsExhibits & Filings

CME GROUP INC. 8-K Report, Material Agreement (Mar 21, 2008)

Filed March 21, 2008For Securities:CME

Summary

This Form 8-K filing by CME Group Inc. (CME) on March 21, 2008, announces a significant material definitive agreement: the Agreement and Plan of Merger with NYMEX Holdings, Inc. This transaction will result in CME Group acquiring NYMEX Holdings, with NYMEX Holdings merging into CME Group's subsidiary, CMEG NY Inc. The acquisition is structured as a merger where NYMEX Holdings stockholders can elect to receive either CME Group Class A common stock or a combination of cash and stock, with a substantial mandatory cash component of $3.4 billion. The merger is subject to several closing conditions, including stockholder approvals from both CME Group and NYMEX Holdings, as well as regulatory approvals and the successful acquisition of at least 75% of NYMEX Class A memberships by NYMEX. The filing also details the potential termination fee of $308 million should the merger agreement be terminated under certain circumstances. This strategic move is poised to consolidate significant exchange operations, with further details to be provided in a forthcoming joint proxy statement/prospectus.

Key Highlights

  • 1CME Group Inc. entered into a definitive Agreement and Plan of Merger with NYMEX Holdings, Inc.
  • 2The merger will be structured as NYMEX Holdings merging with and into CMEG NY Inc., a CME Group subsidiary.
  • 3NYMEX Holdings stockholders will have the option to elect between receiving CME Group Class A common stock or a cash consideration.
  • 4The aggregate consideration includes a mandatory cash component of $3.4 billion and an estimated 12.5 million shares of CME Group Class A common stock.
  • 5The transaction also includes an offer by NYMEX to purchase 100% of outstanding Class A membership interests in NYMEX for up to $500 million.
  • 6Several closing conditions are outlined, including stockholder approvals from both companies, regulatory approvals, and a minimum threshold for NYMEX Class A membership acquisition.
  • 7A termination fee of $308 million may be payable by either party under specific termination circumstances.

Frequently Asked Questions

The main purpose of this filing is to announce and provide details about the Agreement and Plan of Merger between CME Group Inc. and NYMEX Holdings, Inc., marking a significant step towards the acquisition of NYMEX Holdings by CME Group.

NYMEX Holdings stockholders will have the option to elect to receive either shares of CME Group Class A common stock or a combination of cash and stock. The cash component will be $36.00 plus a pro-rated amount based on the average closing price of CME Group stock over a specified period, subject to proration and a mandatory cash component.

Key conditions include approval of the merger agreement by the stockholders of both CME Group and NYMEX Holdings, approval of necessary amendments to their corporate documents, receipt of required regulatory approvals, and NYMEX purchasing at least 75% of its Class A memberships.

The merger involves a significant financial commitment for CME Group, with an estimated $3.4 billion in cash and the issuance of approximately 12.5 million shares of its Class A common stock. This acquisition is expected to consolidate significant exchange operations.