Filed by CBOT Holdings, Inc. Pursuant to
Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934
Subject Company
CBOT Holdings, Inc.
(Commission File No. 001-32650)
FOR IMMEDIATE RELEASE
CBOT HOLDINGS CONDUCTS 2007 ANNUAL MEETING; DIRECTORS RE-APPOINT CHARLES P. CAREY AS CHAIRMAN
—Company Provides Business Overview and Merger Update to Stockholders
CHICAGO, IL, May 1, 2007 – CBOT Holdings, Inc., holding company for the Chicago Board of Trade (CBOT®) (NYSE: BOT), one of the leading global derivatives exchanges, following its annual meeting of stockholders, today announced that Charles P. Carey was re-elected as a director and reappointed by the Board of Directors to serve a third consecutive two-year term as Chairman of the Board.
In addition to Mr. Carey, the following directors were re-elected in connection with the annual meeting: John E. Callahan, James E. Cashman, Mark E. Cermak, Brent M. Coan, James A. Donaldson, C.C. Odom, II and Charles M. Wolin.
The CBOT also provided stockholders at the annual meeting with an update on the proposed merger with Chicago Mercantile Exchange Holdings Inc. (CME) and the unsolicited proposal from IntercontinentalExchange, Inc. (ICE) and a review of the company’s historical results.
“We stand at a critical juncture where decisions made by our directors and stockholders will dramatically shape the Exchange’s future,” said Charles P. Carey. “I’m confident that following a thorough review, we will arrive at the best possible strategic direction to secure the CBOT’s ongoing success.”
The CBOT reiterated that the Board of Directors of CBOT Holdings and the CBOT, in accordance with their fiduciary duties and the terms of the CME merger agreement, continue to review the unsolicited proposal from ICE. The company emphasized that the Boards of CBOT Holdings and the CBOT are committed to a well-governed process that will result in the best possible outcome for stockholders and members.
“Today, we operate in an industry undergoing rapid change with increasing global competition and consolidation,” said CBOT President and CEO Bernard W. Dan. “With the support of our members, the management and Board, through a series of critical decisions, we have successfully transformed the Board of Trade to a for-profit, public company that has consistently achieved solid financial results.”
For more information on CBOT Holdings please visit CBOT.com.
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 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 regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors are able to 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 ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of CBOT Holdings Stockholders 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 CBOT Holdings’ filings with the SEC, including its Report on Form 10-K for the fiscal year ending December 31, 2006 which is 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.
Contacts:
| Media: | Investors: | |||||
| Harlan Loeb | Kal Goldberg | Maria Gemskie | Deborah Koopman | |||
| Financial Dynamics | Financial Dynamics | CBOT Holdings, Inc. | CBOT Holdings, Inc. | |||
| Office: (312) 861-4703 | Office: (212) 850-5731 | Office: (312) 341-3257 | Office: (312) 789-8532 | |||
| Mobile: (312) 282-5632 | Mobile: (917) 741-1013 | Mobile: (312) 479-1814 | Mobile: (312) 446-6841 | |||
| harlan.loeb@fd.com | kal.goldberg@fd.com | mgem46@CBOT.com | dkoopman1@CBOT.com |
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