| Notice to Members |
| Notice No. 559 12/06/2005 |
| NYMEX Declines Stockholder Request for Documents |
|---|
NYMEX Holdings, Inc. today delivered the following letter to Mark C. Rifkin, legal counsel to NYMEX stockholder Cataldo J. Capozza, in response to Mr. Capozza’s request to inspect a broad array of documents and records related to the proposed minority investment by General Atlantic LLC. As previously announced, NYMEX and General Atlantic have signed a definitive agreement by which General Atlantic will invest $135 million for a 10% equity stake in NYMEX. General Atlantic would not receive any trading rights in the proposed transaction. December 6, 2005
Mark C. Rifkin, Esq. RE: NYMEX Holdings, Inc. Dear Mr. Rifkin: On behalf of NYMEX Holdings, Inc. ("NYMEX"), I write in response to your letter dated November 29, 2005 wherein you, on behalf of Mr. Cataldo J. Capozza, demand that NYMEX permit you to inspect a broad array of its books and records pursuant to 8 Del. C. § 220. We have been advised by counsel that Mr. Capozza's request is impermissible and beyond the bounds of Section 220 because, among other reasons, your letter does not state a proper purpose that would entitle you to the inspection sought. Accordingly, NYMEX declines to permit the inspection requested in your letter at this time. Having carefully reviewed your letter, I note that certain items you have requested, such as secret finder’s fee or other compensation agreements for completing the General Atlantic investment, simply do not exist. In sum, all relevant and material information related to the determinations which you seek either has already been publicly-disclosed or will be contained in the definitive proxy materials mailed to NYMEX's stockholders prior to the upcoming special meeting. Stockholders will have ample time to review the definitive proxy statement and ask questions well in advance of any stockholder vote on the transaction. We note that Mr. Capozza's October 3, 2005 and November 21, 2005 letters were both written prior to the public availability of the preliminary proxy statement. NYMEX has been transparent with respect to the General Atlantic transaction and the process by which it was considered. The proxy statement (for which all preliminary drafts filed with the Securities and Exchange Commission as well as the final, definitive version will be publicly-available) describes the background and terms of General Atlantic's investment, as well as NYMEX’s reasons for the transaction and the issues considered by the Board. NYMEX is confident that Mr. Capozza will find the answers to his questions in the proxy materials or other communications forthcoming from NYMEX to all stockholders. In light of the foregoing, Mr. Capozza’s books and records request is a distraction that threatens to disrupt and delay NYMEX's ability to continue to create significant value for all of its stockholders. It is clear that this exercise is intended to be disruptive and costly, and that Mr. Capozza seeks to confuse his fellow stockholders as NYMEX moves to close the General Atlantic transaction. We encourage Mr. Capozza to read the proxy materials and submit questions to investorrelations@nymex.com, for inclusion in subsequent FAQs, rather than continuing his efforts to launch a fishing expedition and to create dissension among NYMEX stockholders. Very truly yours, cc: Mitchell Steinhause
About The New York Mercantile Exchange
Forward Looking and Cautionary Statements
Statement Regarding Information That Will Become Available
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. |
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