NAPLES, Fla. (Business Wire) -- Cataldo J. Capozza, an original member and shareholder of NYMEX Holding, Inc. ("NYMEX") (NYSE:NMX), who filed a class action on March 17, 2008, in the Delaware Chancery Court on behalf of all NYMEX shareholders, announced today his decision not to seek to enjoin the upcoming shareholder vote on the proposed sale of NYMEX to CME Group, Inc. ("CME") after the filing by CME of the Definitive Additional Materials ("Proxy Supplement") on August 7, 2008, in connection with the proposed sale. "I am firmly in favor of informed shareholder choice, and the additional disclosures CME has made, which incorporated many of my own proposals, give shareholders more meaningful information to cast their vote. I decided not to seek an injunction because CME and NYMEX agreed to make disclosures I said were missing from the proxy statement." Capozza also announced his decision not to challenge, by preliminary injunction, the validity or enforceability of the Waiver and Release that Class A Members are required to sign to collect payment for their rights under Exchange Bylaw 311(G). Capozza intends to challenge the validity and enforceability of the Waiver and Release in court.
"My action should not be construed as an endorsement of the terms of this deal," Capozza said. "To the contrary," he added, "we will continue our effort in the Delaware Chancery Court to contest the adequacy of the process leading up to the proposed sale and the fairness of the price to be paid by CME if the sale is approved by the shareholders and the members of the Exchange."
According to Capozza, "We cleared an important hurdle today, but we have not reached the finish line. I still believe NYMEX has considerable stand-alone value and is worth more to CME than CME is paying. Our Chairman, Richie Schaeffer, valued NYMEX at $14 billion just one year ago. NYSE Euronext was prepared to offer $142 a share at the time. Since then, NYMEX has posted quarter after quarter of record results. Unfortunately, because of how Richie Schaeffer negotiated the deal, the value to NYMEX shareholders has fallen by about 50 percent. Meanwhile, Richie Schaeffer, Jim Newsome, and the other senior managers of NYMEX stand to pocket $65 million in severance payments. They have put us in a position where we have to choose between bad management and a bad deal. In my opinion, selling the company in a bear market is too high a price to pay for bad management."
Capozza added, "If the shareholders approve the sale, we will seek damages to compensate the shareholders for billions of dollars NYMEX management left on the table. However, if the shareholders vote down the sale (and vote AGAINST this deal), our efforts will be directed to replacing management, developing a new trading platform that will be second to none while we maintain our business relationship with CME, and making sure that NYMEX regains its position as the world's best commodities marketplace. That would be a much better use of the $65 million that Richie Schaeffer, Jim Newsome, and the rest of our 'leadership' would be paid."
The Proxy Supplement contains important information about the history of the merger and the way it was negotiated that was missing from the proxy statement filed by CME on July 21, 2008. Capozza urges all NYMEX shareholders to read the Proxy Supplement carefully and to vote only after they have considered all relevant information. Shareholders who have already voted may change their votes any time before August 18, 2008.
Cataldo J. Capozza, 239-261-2169
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