NEW YORK, February 7, 2006 -- NYMEX Holdings, Inc. (NYMEX) announced that its Board of Directors has approved today revisions to the definitive agreement by which General Atlantic LLC (GA) will invest in a 10% equity stake in NYMEX. Under the revised terms of the transaction, GA will invest $160 million for a 10% equity position in NYMEX, valuing NYMEX’s equity at $1.6 billion post-investment. This and other key provisions of the revised definitive agreement are outlined below.
“We have conducted a thorough review of a wide range of strategic options and have listened carefully to our members and shareholders over the past year,” said Mitchell Steinhause, Chairman of NYMEX. “Our revised definitive agreement underscores our belief that General Atlantic continues to be the best partner to help us make NYMEX more valuable through an IPO later this year and over the long-term. The proposed investment is a solid opportunity for all of our members and shareholders, and I look forward to working with all of them to move the Exchange forward.”
“We remain excited about the opportunity to invest in NYMEX and form a long term partnership,” said Bill Ford, President of General Atlantic, who will join the NYMEX Board of Directors upon completion of the transaction. “We understand that it has been important for NYMEX’s members and shareholders to participate in this process. We are encouraged by the Exchange’s continued financial success and the new equity valuation reflects that.”
Under the revised terms of the proposed investment by GA in NYMEX:
All of the terms of the revised definitive agreement will be available to NYMEX shareholders and members in the definitive proxy statement related to the GA investment that NYMEX plans to file with the Securities and Exchange Commission (SEC) by February 10, 2006. The definitive proxy, once it is filed, also will be mailed to all NYMEX shareholders, who will have the opportunity to vote on the GA transaction at a Special Meeting that NYMEX intends to hold by March 15, 2006.
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Forward Looking and Cautionary Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to our future performance, operating results, strategy, and other future events. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words and terms, in connection with any discussion of future results, including our ability to consummate the proposed merger or the proposed private placement and to use the proceeds therefrom to make the extraordinary cash distribution and/or to pay fees and expenses incurred in connection with the merger or the private placement of Series A Preferred Stock to General Atlantic, and our exploration of and ability to consummate, including as a result of market conditions, a potential initial public offering or other strategic alternative. Forward-looking statements involve a number of assumptions, risks, and uncertainties, any of which may cause actual results to differ materially from the anticipated, estimated, or projected results referenced in the forward-looking statements. In particular, the forward-looking statements of NYMEX Holdings, Inc., and its subsidiaries are subject to the following risks and uncertainties: difficulties, delays, unexpected costs or the inability to consummate, in whole or in part, the proposed merger or the proposed private placement and to use the proceeds therefrom to make the extraordinary cash distribution and/or to pay fees and expenses incurred in connection the merger or with the private placement, and our determination not, or difficulties, delays or unanticipated costs in our ability, including as a result of market conditions, to consummate a potential initial public offering or other strategic alternative; the success and timing of new futures contracts and products; changes in political, economic, or industry conditions; the unfavorable resolution of material legal proceedings; the impact and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions, including without limitation, actions by the Commodity Futures Trading Commission; and terrorist activities, international hostilities or natural disasters, which may affect the general economy as well as oil and other commodity markets. We assume no obligation to update or supplement our forward-looking statements.
Statement Regarding Information That Will Become Available
Please note this is not intended to be a solicitation for proxy. In connection with the proposed private placement, NYMEX will file with the Securities and Exchange Commission and distribute to its stockholders a proxy statement. NYMEX's stockholders are urged to read the proxy statement in its entirety when it becomes available, and any other related documents NYMEX may issue, because they will contain important information about NYMEX, the transaction, the persons soliciting proxies in connection with the transaction and the interests of these persons in the transaction and related matters. When these documents are filed, they can be obtained for free at the SEC's website (www.sec.gov). Additional information on how to obtain these documents from NYMEX will be made available to stockholders.
NYMEX, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from NYMEX's stockholders in connection with the proposed private placement. Information about the directors and executive officers of NYMEX and their ownership of NYMEX stock is set forth in the proxy statement for NYMEX's 2005 annual meeting. Information regarding the interests of NYMEX's directors and executive officers in the proposed private placement will be included in the proxy statement when it becomes available.
Contact: Anu Ahluwalia, 212-299-2439