| Notice to Members |
| Notice No. 425 09/21/2005 |
| Letter from the Chairman |
|---|
| Dear Shareholders, Members, and Staff:
I am very pleased to report that NYMEX Holdings, Inc. has signed a letter of intent with General Atlantic LLC, a leading global private equity firm, by which General Atlantic will invest $135 million for a 10% equity stake in NYMEX. The proposed investment by General Atlantic values NYMEX at $1.35 billion and follows the completion of a thorough review by our Board of Directors to ensure that NYMEX is best positioned for continued growth and success in a competitive and dynamic industry. The Board has overwhelmingly determined that this transaction is in the best interests of NYMEX shareholders. It offers the right balance of continued autonomy, open outcry trading protections and an attractive valuation, along with a world-class investment firm with valuable capital markets expertise and a proven record of building value in the exchange sector. The investment, if completed, would serve as the next step in our continuing transformation, which began with our demutualization in November 2000, to allow our shareholders the opportunity to unlock the value of their ownership. It can also facilitate an initial public offering or other strategic transaction in the future. Additional terms of the proposed transaction with General Atlantic include:
We are pleased that General Atlantic has recognized the unique value of our business model and our potential for continued strong performance. With General Atlantic's help, we will be able to preserve our rich heritage while growing and enhancing our business for the benefit of our shareholders, members, traders, customers and employees. We chose to partner with General Atlantic following a review of our strategic alternatives, as I have described to you in previous letters. This process began in early 2005, when the Board met to review the strategic direction of NYMEX. It subsequently formed a Special Committee and engaged experienced financial and legal advisors to assist with the process. During the summer, the Special Committee and our advisors met with several top-tier private equity firms, each of which expressed an interest in a minority investment in NYMEX. The Board subsequently permitted two investor groups to conduct due diligence reviews of NYMEX. Following extensive negotiations and a review of alternative strategic options, the Board of Directors overwhelmingly determined that NYMEX should partner with General Atlantic. The Board and I look forward to introducing General Atlantic to you and to discussing the transaction and other recent NYMEX developments further at an informational presentation for shareholders and members at The Embassy Suites Hotel, located at 102 North End Avenue in New York City, across from NYMEX headquarters, on Thursday, September 29, 2005 at 3:30 p.m. Eastern Time. An audio replay of the information session will be available shortly after the meeting's conclusion via webcast and conference call. The Board and the NYMEX leadership team are very excited about the transaction with General Atlantic and the opportunities it will create for NYMEX. I would like to thank you for your continued commitment and contributions to NYMEX, and I look forward to working with you as we enter the next phase of our transformation and continue to prosper together. Sincerely,
NYMEX, and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from NYMEX's shareholders
in connection with any transaction that might be proposed to such shareholders.
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 any transaction proposed to NYMEX's shareholders
will be included in the proxy statement if and when it becomes available. |
| Should you have any questions or require any further information, please contact exchangeinfo@nymex.com |