Filed by Chicago Mercantile Exchange Holdings Inc. pursuant
to Rule 425 under the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934, as amended.
Subject Company: CBOT Holdings, Inc.
Subject Companys Commission File No.:001-32650
The Best
Combination June 28, 2007 |
2 Discussion of Forward-Looking Statements Forward-Looking Statements This presentation may contain forward-looking information regarding Chicago Mercantile Exchange
Holdings Inc. and CBOT Holdings, Inc. and the combined company after the completion of the merger that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the benefits of the business combination transaction involving CME and CBOT,
including future financial and operating results, the new companys plans, objectives,
expectations and intentions and other statements that are not historical facts. Such
statements are based on current beliefs, expectations, forecasts and assumptions of CME and CBOTs management which are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from these statements. Other risks and uncertainties relating to the proposed transaction include, but are not limited to, the satisfaction of conditions to closing, including receipt of shareholder,
member, regulatory and other approvals on the proposed terms; the proposed transaction may
not be consummated on the proposed terms; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; The combined company may not be able to achieve the expected cost savings, synergies and other strategic benefits as a result of the proposed transaction; the integration of CBOTs operations with CMEs may not be successful or may be materially delayed or may be more costly or difficult than expected; general industry and market conditions; general domestic and international economic conditions; and governmental laws and regulations
affecting domestic and foreign operations. For more information regarding other related risks, see Item 1A of CMEs Annual Report on Form
10-K for the fiscal year ended December 31, 2006 and its most recent Quarterly Report on Form 10-Q. Copies of said documents are available online at http://www.sec.gov or on request from the CME. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.
Except for any obligation to disclose material information under the Federal securities laws, CME undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation. Additional Information CME and CBOT have filed a definitive joint proxy statement/prospectus and a supplement thereto with
the SEC in connection with the proposed transaction. This document is not a substitute for
the definitive joint proxy statement/prospectus, as supplemented, or any other documents CME and CBOT have filed or will file with the SEC. Investors and security holders are urged to read the definitive joint proxy
statement/prospectus, as supplemented, and any other relevant documents filed or to be
filed by CME or CBOT because they contain or will contain important information about the proposed transaction. The definitive joint proxy statement/prospectus is, and the supplement thereto and other documents filed or to be filed by CME and CBOT with the SEC are or will be, available free of charge at the SECs Web site (www.sec.gov) or from Chicago Mercantile Exchange Holdings Inc., Shareholder Relations and Membership Services, 20 South Wacker Drive, Chicago, Illinois 60606, Attention: Beth Hausoul or from CBOT Holdings, Inc., Attn: Investor
Relations, at 141 West Jackson, Chicago, Illinois 60604. CME and its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding CMEs directors and executive officers is available in CMEs proxy statement for its 2007 annual meeting of stockholders, dated March 17, 2007. Additional information regarding the interests of such potential participants is available in the definitive joint proxy statement/prospectus, as supplemented, and the other relevant documents filed with the SEC. CBOT and its directors, executive officers and other employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction. Information
regarding CBOT directors and executive officers is available in CBOTs proxy statement for its 2007 annual meeting of stockholders, dated March 29, 2007. Additional information regarding the interests of such potential participants is included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC. Statements included in this document relating to the ICE offer reflect the views of CMEs and CBOTs management. This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. |
The Best
Combination June 28, 2007 Charlie Carey, Terry Duffy
and Craig Donohue |
4 Valuable equity Strong currency Best strategic fit Compelling long-term growth opportunities Lower risk Strong trading rights value/income potential Commitment to hybrid trading model Maintains pricing differential for members Flexible and creative ERP solution Cash dividend + minimum guarantee/payment Upside: potentially +$1.25M ** per ERP holder (beyond guarantee) $15M cap on litigation expenses removed CME/CBOT Offer Responds to Your Concerns ** Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value
|
5 CBOT/CME Contributions to the Combined Company The original and revised CME/CBOT merger agreements were based on information unavailable to analysts (IBES) at the time Exchange Ratio 0.3500 CBOT Shares Outstanding 53.0 CME Exchange Ratio 0.3500 CME Shares Outstanding 35.1 Shares Issued to CBOT 18.6 Pro Forma CME Group Shares 53.7 CBOT Pro Forma Ownership 34.6% 1 2007 YTD ADV as of June 25, 2007 2 Base case projections from joint proxy/prospectus dated June 5, 2007 3 IBES Consensus estimates as of June 25, 2007 CBOT Contribution % 2007E 2008E Volume 38.1% - Revenue - Base Case 2 36.0% 34.8% Net Income - Base Case 2 32.4% 30.5% Net Income - IBES Consensus 3 33.5% 32.2% CBOT Pro Forma Ownership 34.6% 1 IBES Long-Term Growth Rates 1 CME 23.0% CBOT 17.0% Notes: 1) IBES Consensus estimates as of June 25, 2007. |
6 CMEs Offer per Share from CBOT Member
Perspective CMEs offer is compelling: better growth prospects, ERP upside and lower risk CME Implied Offer Price (0.35 Rate)* $189.76 Plus $485m Dividend $9.14 Plus $3.5B @ $560Tender Offer** $6.24 Value to all CBOT Shareholders $205.14 Plus $333m ERP Guarantee $9.14 Value to Full B1 w/ERP $214.28 Incremental $1.25m ERP Upside*** $45.72 Potential Full Value $260.00 * Implied offer price based on closing price on 6/27/07 ** Reflects difference between closing price on 6/27/07 and $560 multiplied by 0.35 exchange ratio;
$3.5B tender offer limited to 6.25m shares *** Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value
|
7 CMEs Offer per Share Compared to
ICE CMEs offer is significantly more compelling than ICEs offer: better growth prospects, ERP upside and lower risk ICE CME Implied Offer Price (1.42 Rate)* $214.49 Less Takeover Premium**** -$10.72 Less $294m Breakup Fee -$5.54 Value to all CBOT Shareholders $198.23 Plus $666m ICE/CBOE ERP Offer $18.28 Value to Full B1 w/ERP $216.51 Incremental $60k ERP Upside***** $2.21 Potential Full Value $218.72 Implied Offer Price (0.35 Rate)* $189.76 Plus $485m Dividend $9.14 Plus $3.5B @ $560Tender Offer** $6.24 Value to all CBOT Shareholders $205.14 Plus $333m ERP Guarantee $9.14 Value to Full B1 w/ERP $214.28 Incremental $1.25m ERP Upside*** $45.72 Potential Full Value $260.00 * Implied offer price based on closing price on 6/27/07 ** Reflects difference between closing price on 6/27/07 and $560 multiplied by 0.35 exchange ratio; $3.5B tender offer limited to 6.25m shares ***Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value **** ISS estimated a 5% takeover premium in the 6/27 report and BMO Capital markets analyst Mike Vinciquerra assumed 6/15 ICEs stock price may drop 11% to $135 if the takeover premium is taken out ***** Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value. Incremental $60K upside based on difference between potential equity value in the ICE ERP proposal, less the ICE ERP guarantee, on a per-share basis. |
8 If it became evident ICE would win [CBOT], ICE stock would fall substantially. ~Mike Vinciquerra, BMO Capital Markets (6/15/07) Takeout speculation has been fueling the stock of late, but we do not believe a takeout is likely near-term. And while fundamentals have been decent, we are not sure they are strong enough to support the stock at current levels. ~Chris Allen, Bank of America (6/14/07) "We believe that ICEs stock has traded higher [...] in expectation that ICE would not succeed in its bid attempt and would itself become a takeover target". ~ Niamh Alexander, CIBC World Markets (6/13/07) ICEs recent stock price performance has been driven by takeout speculation CME/CBOT: Analysts Perspective Permission to use quotes neither sought nor obtained |
9 Strategic Fit and Growth Opportunities $29.6B Pro forma Market Capitalization $2.6B Combined 2008 Revenues * $1.0B Combined 2008 Income * 10.3M Combined Q1 2007 ADV *Combined revenues and income projected before merger related items according to base case included
in joint proxy statement/prospectus dated June 5, 2007 |
10 Strategic Fit and Growth Opportunities +Worlds largest exchange and clearing house +Benchmark products in every major asset class
+Industry leading trading and clearing platforms
+Broadest customer base and global
distribution network (83 countries) = Large / Achievable Growth Opportunities |
11 0 1,600 3,200 4,800 6,400 $0 $400 $800 $1,200 $1,600 CME ICE/NYBOT Futures ICE OTC ADV Commissions *2007 figure represents OTC YTD May 2007 data (contracts in 000s) OTC ADV commissions ($ in 000s) 749 182 $335 $734 * 2000 2001 2002 2003 2004 2005 2006 2007 to date 917 6,372 CMEs Long-Term Growth Higher Than
ICEs CME 32% CAGR ICE/NYBOT 22% CAGR ICE OTC 17% CAGR |
12 0 3,000 6,000 9,000 $0 $400 $800 $1,200 $1,600 *NYBOT Jun07 ADV through Jun 22 CMEs Short-Term Growth
Significantly Higher (contracts in 000s) 745 $918 834 8,244 5,522 $711 JAN 07 FEB 07 MAR 07 APR 07 MAY 07 *JUN 07 CME ICE/NYBOT Futures ICE OTC ADV Commissions CME +49% ICE/NYBOT +12% ICE OTC -23% (through May) OTC ADV commissions ($ in 000s) |
13 $0 $50 $100 $150 $200 $250 $300 Growth: Larger, More Valuable OTC Growth Opportunities Source: June 2006 Notional Value Outstanding per March 2007 BIS Quarterly Review $262T $38T $20T $7T $6T CBOT/CME Opportunities ICE Opportunities OTC Foreign Exchange OTC Interest Rate Swaps Credit Default Swaps Indexes Baskets Single Name OTC Commodity Swaps Interest Rate Market FX Market Credit Market Equity Market Commodity Market CBOT/CME is
better positioned to immediately pursue the full scope of OTC growth opportunities |
14 Growth: FXMarketSpace Rapid volume growth Growing customer base Broad reach OTC FX Market Trends Largest OTC market - $2 trillion/day 15% overall CAGR 1 Electronic Centralized clearing Algorithmic trading Transparency/ anonymity $0 $150 $300 $450 $600 $750 $900 $1,050 $1,200 $1,350 Apr-07 May-07 June-07 MTD $331 $509 ADV (notional value in millions, USD) $1,071 Sources: [1] CAGRs are for 2001-2004; Triennial BIS surveys of FX markets, December 2004 |
15 Growth: Swapstream Interest Rate Swaps $150 Trillion Outstanding 5-year CAGR of 28% Trend towards electronic trading Cutting edge functionality Euro-denominated Swaps Expanding to U.S. Dollar products Launching dealer-to- client platform in May Integration of Swapstream platform with Clearing360 Market data sourced from Bank for International Settlements |
16 Growth: Transaction Processing Energy Metals Soft Commodities Transaction Processing Customer Benefits Scalable platforms Advanced functionality CME customer service standards Broad distribution/network effects Proven integration/ time-to- market advantages Increased profit potential through CME scale advantages Worlds largest energy exchange $51M - 2007 Revenue [1] 10-yr exclusive agreement Note: [1] Based upon 2007 analyst consensus Future opportunities in Asia, South America and possibly Europe
|
17 Valuable equity Strong currency Best strategic fit Compelling long-term growth opportunities Lower risk Strong trading rights value/income potential Commitment to hybrid trading model Maintains pricing differential for members Flexible and creative ERP solution Cash dividend + minimum guarantee/payment Upside: potentially +$1.25M** per ERP holder (beyond guarantee) $15M cap on litigation expenses removed CME/CBOT Offer Responds to Your Concerns ** Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value
|
The Best
Combination June 28, 2007 |