UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): August 30,
2007
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33379
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36-4459170
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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20
South Wacker Drive, Chicago, Illinois 60606
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (312)
930-1000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01 Other
Events.
On
August 30, 2007, CME Group Inc.
issued a press release announcing the preliminary results of its tender offer
for up to 6,250,000 shares of its Class A common stock, which expired at
5:00 P.M., New York City time, on August 29, 2007. A copy of the
press release is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
release issued on August 30, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CME
GROUP INC.
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By:
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/s/
Kathleen M. Cronin
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Kathleen
M. Cronin
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Managing
Director, General Counsel and Corporate
Secretary
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Dated:
August 30, 2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release issued on August 30, 2007.
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Exhibit
99.1
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Media
Contacts
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Investor
Contact
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Anita
Liskey, 312.466.4613
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John
Peschier, 312.930.8491
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Allan
Schoenberg, 312.930.8189
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CME-G
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news@cmegroup.com
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www.cmegroup.mediaroom.com
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FOR
IMMEDIATE RELEASE
CME
Group Inc. Announces Preliminary Results of Self-Tender
Offer
CHICAGO,
August 30, 2007 – CME Group Inc. (NYSE, NASDAQ: CME) today announced the
preliminary results of its tender offer to purchase up to 6,250,000 shares
of
its outstanding Class A common stock (including the associated preferred
stock
purchase rights) at a price of $560 per share, net to the seller in cash,
less
any applicable withholding taxes and without interest. The tender
offer expired at 5:00 P.M., New York City time, on August 29, 2007.
The
depositary for the tender offer has advised CME Group on a preliminary
basis
that approximately 1,646,450 shares of Class A common stock were
properly tendered and not withdrawn in the tender offer, including
116,448.75 shares that were tendered by notice of guaranteed
delivery. Based on this preliminary count by the depositary, CME
Group expects to accept for purchase approximately 1,646,450 shares of
its
Class A common stock, representing approximately 3.0 percent of the
outstanding Class A common stock, at a purchase price of $560 per share for
a total cost of approximately $922 million, excluding fees and expenses
relating
to the tender offer. Given that the preliminary number of shares
tendered is less than the number of shares that CME Group offered to purchase,
no proration will be required.
The
results announced today are preliminary and subject to verification by
the
depositary. The determination of the number of shares to be accepted
for payment is subject to final confirmation of the proper delivery of
the
shares tendered and not properly withdrawn, including shares tendered by
notice
of guaranteed delivery. The actual number of shares to be purchased
will be announced following the completion of the verification
process. Payment for the shares accepted for purchase will occur
promptly thereafter. CME Group intends to initially fund the purchase
of shares with a combination of proceeds from the issuance of commercial
paper
and cash on hand.
The
tender offer was made in connection with the merger of CBOT Holdings, Inc.
with
and into CME Group. The merger agreement required CME Group to
undertake the tender offer after the closing of the merger, which occurred
on
July 12, 2007.
Lehman
Brothers Inc. acted as lead dealer manager and William Blair & Company,
L.L.C. acted as co-dealer manager for the tender offer.
Questions
regarding the tender offer should be directed to D.F. King & Co., Inc., the
information agent for the tender offer, at (800) 697-6975
(toll-free).
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About
CME Group
CME
Group (www.cmegroup.com) is the world’s largest and most diverse
exchange. Formed by the 2007 merger of Chicago Mercantile Exchange
Holdings and CBOT Holdings, CME Group serves the risk management needs
of
customers around the globe. As an international marketplace, CME
Group brings buyers and sellers together on the CME Globex electronic trading
platform and on its trading floors. CME Group offers the widest range
of benchmark products available across all major asset classes, including
futures and options based on interest rates, equity indexes, foreign exchange,
agricultural commodities and alternative investment products such as weather
and
real estate. CME Group’s Class A common stock is traded on the New
York Stock Exchange and the Nasdaq Global Select Market under the symbol
“CME.”
The
Globe logo, CME, Chicago Mercantile Exchange, CME Group, Globex and E-mini,
are
trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board
of Trade are trademarks of the Board of Trade of the City of
Chicago. All other trademarks are the property of their respective
owners. Further information about CME Group and its products can be
found at www.cmegroup.com.
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