On Wednesday, November 23, 2005, NYMEX Holdings, Inc. filed a Preliminary Proxy Statement on Schedule 14A with the U.S. Securities and Exchange Commission ("SEC") regarding our previously-announced transaction with General Atlantic LLC's investment funds. You should note that these proxy materials are only preliminary materials and will be subject to revision in response to comments (1) from the SEC, to the extent that the SEC chooses to comment on the Preliminary Proxy Statement, (2) from the Commodity Futures Trading Commission ("CFTC"), to the extent that the CFTC chooses to comment on the Preliminary Proxy Statement and (3) from our members and advisors. You are not being, and will not be, asked to vote based on the Preliminary Proxy Statement.
We plan to issue answers to Frequently Asked Questions ("FAQs") periodically in order to address shareholder inquiries about this transaction. We encourage you to send your comments or questions to investorrelations@nymex.com. Your input is very important to us. While we cannot address each comment individually, we will try to answer your questions and respond to your comments in the FAQs that we issue and make publicly available.
Once all applicable review periods and revisions have been completed, a final document, referred to as a Definitive Proxy Statement, will be provided to our stockholders at least 30 days prior to the special meeting at which NYMEX Holdings will seek the final approval of the transactions described in the Definitive Proxy Statement.
Forward Looking and Cautionary Statements
This notice 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 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 private placement of shares 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 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 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 of shares to General Atlantic, NYMEX
will file with the Securities and Exchange Commission and distribute to
its shareholders a proxy statement. NYMEX's shareholders 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 shareholders.
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
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. |
|