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CBOT Holdings Board Determines Revised ICE Proposal Not Superior, Reaffirms Recommendation of CME Merger Agreement
CHICAGO, June 14 /PRNewswire-FirstCall/ -- CBOT Holdings, Inc. (
BOT) today announced that its Board of Directors and special committees
have carefully reviewed the revised proposal from IntercontinentalExchange,
Inc. (ICE) and concluded that it is not superior to the revised CME merger
agreement announced earlier today.
In addition, following the recent enhancements to the CME transaction
terms, the CBOT Holdings Board of Directors and its special transaction
committee have unanimously reaffirmed their recommendation that CBOT
Holdings shareholders vote in favor of the revised merger agreement with
CME on July 9.
"After a review of the new elements of the latest proposal from ICE,
the Boards of CBOT Holdings and the CBOT concluded that the revised merger
agreement with CME continues to offer greater overall benefits for our
shareholders and members," said CBOT Chairman Charlie Carey. "Our Boards
and advisors reviewed this latest proposal, considering both the short-term
and long-term value to the Company, and found that it was not superior to
the revised CME merger agreement."
"ICE's revised proposal did not adequately address important strategic
and operational concerns, such as integration and execution risk," said
CBOT President and CEO Bernard W. Dan. "A combination with the CME will
create the most extensive and diverse global derivatives exchange while
delivering significant benefits to shareholders and customers. Today, our
common clearing arrangement with CME provides tremendous benefits to our
market users. Going forward, this combination will allow us to better
compete in a rapidly changing and technology challenging global
environment."
About the CBOT
As one of the leading global derivative exchanges, the Chicago Board of
Trade provides a diverse mix of financial, equity and commodity futures and
options-on-futures products. Building on its 159-year history, the CBOT
continues to advance into the future using the strength of deep liquidity,
market integrity and member-trader expertise. Using superior trading
technology in both electronic and open-auction trading platforms, the CBOT
provides premier customer service to risk managers and investors worldwide.
For more information, visit our website at http://www.cbot.com.
Important Merger Information
In connection with the proposed merger of CBOT Holdings, Inc. ("CBOT
Holdings") and Chicago Mercantile Exchange Holdings Inc. ("CME"), the
parties have filed relevant materials with the Securities Exchange
Commission ("SEC"), including a joint proxy statement/prospectus, dated
June 5, 2007, regarding the proposed transaction. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors may obtain
a free copy of the joint proxy statement/prospectus as well as other
filings containing information about CBOT Holdings and CME without charge,
at the SEC's website (http://www.sec.gov). Copies of the joint proxy
statement/prospectus can also be obtained without charge by directing a
request to CBOT Holdings, Inc., Attention: Investor Relations, at 141 West
Jackson, Chicago, Illinois 60604 or calling (312) 435-3500.
CBOT Holdings and its directors and executive officers and other
members of management and employees and other CBOT members may be deemed to
be participants in the solicitation of proxies from CBOT Holdings
stockholders in respect of the proposed transaction. Information regarding
CBOT Holdings directors and executive officers is available in CBOT
Holdings' 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.
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
Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements in this document and its attachments, if any, may
contain forward-looking information regarding CBOT Holdings, CME and the
combined company after the completion of the transactions 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 CBOT Holdings and CME including future financial and
operating results, the combined company's plans, objectives, expectations
and intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of the
management of CBOT Holdings and CME and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the failure
of CBOT Holdings stockholders, CBOT members or CME stockholders to approve
the transaction; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from
the transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; competition
and its effect on pricing, spending, third-party relationships and
revenues; social and political conditions such as war, political unrest or
terrorism; general economic conditions and normal business uncertainty.
Additional risks and factors are identified in the joint proxy
statement/prospectus and CBOT Holdings' other filings with the SEC,
including its Report on Form 10-K for the fiscal year ending December 31,
2006 which are available on CBOT Holdings' website at http://www.cbot.com.
You should not place undue reliance on forward-looking statements,
which speak only as of the date of this document. Except for any obligation
to disclose material information under the Federal securities laws, CBOT
undertakes no obligation to release publicly any revisions to any forward-
looking statements to reflect events or circumstances after the date of
this document.
SOURCE CBOT Holdings













