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)
[The following slides were presented at CBOT Holdings 2007 Annual Meeting of Stockholders]
Annual
Meeting of Stockholders |
CBOT
Holdings, Inc. Annual Meeting of Stockholders May 1, 2007 Charles P. Carey, Chairman |
CBOT
Holdings, Inc. Annual Meeting of Stockholders May 1, 2007 Bernard W. Dan, President and Chief Executive Officer |
Trading volume up 20% Revenues increased 35% Net income grew 125% 2006 Record Year |
May 1,
2007 Certain statements in this presentation may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and includes any use of the words may, should, could, expects, plans, anticipates, believes, estimates, predicts, potential or continue. These statements are based on managements
current expectations and involve assumptions that may be subject to change or risks and uncertainties that could cause actual results to differ materially from those set forth in the statements.
Accordingly, actual outcomes and results may differ materially from what is
expressed or implied in any forward-looking statement contained in this presentation. The factors that may affect our performance may be found in the Annual Report on Form
10-K and other periodic reports filed by CBOT Holdings, Inc. with the
U.S. Securities and Exchange Commission (SEC). These filings can be obtained at the SECs website at www.sec.gov. We undertake no
obligation to publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise. Important Merger
Information In connection with the proposed merger of CBOT Holdings, Inc.
(CBOT) and the 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 and CME without charge, at the
SECs website (http://www.sec.gov). Copies of the joint proxy
statement/prospectus can also be obtained when available, without charge by directing a request to CBOT Holdings, Inc., Attn: Investor Relations, at 141 West Jackson, Chicago, Illinois
60604 or calling (312) 435-3500. CBOT, CME and their respective
directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from CBOT shareholders
in respect of the proposed transaction. Information regarding CBOT directors and executive officers is available in CBOTs proxy statement for its 2006 annual meeting of stockholders, dated March 29, 2006. 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 |
Market
leader: Futures and options on futures #2 in United States #3 in World |
Overview Industry Trends Growth Strategies Financial Review Merger Update |
Industry
Trends Globalization Rapid international growth Technological advances Increased trading speed Shifts in production and consumption Industry consolidation Intensifying global competition among futures, cash and over-the-counter markets |
2.1 2.6 3.4 4.0 4.6 6.1 2001 2002 2003 2004 2005 2006 Large, Expanding Market Strong
Secular Trends Source: Futures Industry Association Note: Excludes options on individual equities Global Futures & Options on Futures Contract Volume (billions of contracts) Technological Advances Globalization Emerging Economies and Urbanization Commodities as an Asset Class Importance of Risk Management Asset Class Convergence U.S. Government Spending Deregulation Secular Growth Drivers |
Growing
Operating Leverage: Record volume and earnings 1,037 1,365 1,804 2,372 2,677 3,211 31.4% 20.4% 44.4% 6.8% 20.3% 28.3% 500 1,000 1,500 2,000 2,500 3,000 3,500 2001 2002 2003 2004 2005 2006 (10.0%) 10.0% 30.0% 50.0% 70.0% Average Daily Volume (000's) Operating Margin (%) Item 2001-2006 CAGR Avg. Daily Volume 25% Revenues 20% Expenses 8% |
CBOT
Milestones January 2003 to March 2007 * CBOT set annual volume records in 2003, 2004, 2005, and 2006. 01/10/03 LIFFE CONNECT selected as CBOTs platform (e-cbot) 10/18/05 Initial Public Offering on NYSE 08/01/06 Launch of Side-by-Side Ag Futures 04/16/03 CBOT announces Common Clearing Link (CCL) 04/14/05 Demutualization approved |
$0 $1 $2 $3 $4 $5 $6 1/1/2003 7/1/2003 1/1/2004 7/1/2004 1/1/2005 7/1/2005 1/1/2006 7/1/2006 1/1/2007 Millions Significant Increase in Equivalent Value of Full Membership Note: Calculation of membership values based on closing stock prices plus sales price
of full membership with stock and ERP; final price on 4/30/07 represents
stock price plus bid price of full membership with ERP $5.8 million $0.3 million |
$50 $75 $100 $125 $150 $175 $200 10/18/05 1/18/06 4/18/06 7/18/06 10/18/06 1/18/07 4/18/07 Growth in CBOT Holdings Stock Valuation $54 $189 |
CBOT:
Growth Strategies Product enhancements Product innovation Global expansion Leveraging technology |
Expanding Global Reach |
373 404 350 331 412 529 490 611 631 0 100 200 300 400 500 600 700 1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 -20 0 20 40 60 80 100 120 140 ADV Growth vs. Pr Yr Agriculture Complex Growth Rate % Thousands |
Agricultural Futures Trading Volume % Electronic Side-by-Side Trading of Agricultural Futures Started 08/01/06 - 2,000 4,000 6,000 8,000 10,000 12,000 14,000 Jan-06 Apr-06 Jul-06 Oct-06 Jan-07 Apr-07 Thousands 0% 20% 40% 60% 80% 100% Total Ag Futures % Electronic Ag Futures |
Successful Launch of Side-by-Side Trading of Ags Greater Global Access to Benchmark Agricultural Products Single Pool of Liquidity Between Trading Venues 40% increase in firms trading Ag contracts |
Dow
Jones SM U.S. Real Estate Index SM 30-year Interest Rate Swaps Products launched in 2007 Growth Strategies: Product Innovation Seven new products in 2006 Address customer needs Respond to changing marketplace trends Anticipate a future need |
Growth
Strategies: Leveraging Technology Technology upgrades on e-cbot
® Innovative development of trading models |
Capitalize on growth opportunities Scale globally Scalable operating platform Expanding Operating Leverage Low fixed costs |
Year
2006 Open Auction 28% Electronic 70% Off Exchange 2% CBOT Average Daily Volume by Trading Platform 2006 versus 2005 (millions of dollars,
thousands of contracts) Revenue up 35% $461 $621 2,677 3,211 Average Daily Volume up 20% |
Year
2006 28.3% 44.4% 28.3% 46.0% GAAP Non-GAAP* Net Income more than doubled *Excludes $9.7 million in merger-related expenses Operating margin of 44.4% versus 28.3% $76.5 $172.2 $76.5 $181.9 GAAP Non-GAAP* 2006 versus 2005 (millions of dollars)
|
First
Quarter 2007 $140 $188 39.7% 47.7% 39.7% 54.6% GAAP Non-GAAP* Net Income is growing *Excludes $13.0 million in merger-related expenses Revenue up 34% Operating margin of 47.7% versus 39.7% $35.1 $55.4 $35.1 $68.4 GAAP Non-GAAP* 2007 versus 2006 (millions of dollars, thousands
of contracts) 3,108 3,866 Average daily volume up 24% |
Growing
Operating Leverage New products Enhancing existing products and services Global expansion Leveraging technology efforts Fixed-cost control Strong cash flow with high capital efficiency Efficient and scalable operating platform |
Merger
Update |
Signed
merger agreement with CME October 2006 Received unsolicited proposal from ICE on March 15 Board of Directors authorized CBOT Holdings to begin discussions and exchange information with ICE Postponed special meetings scheduled for April 4, 2007, to vote on the proposed CME merger Rescheduled special meetings to vote on the proposed CME merger to July 9, 2007 A new record date will be set Updated proxy materials will be distributed Highlights Merger Update |
The
Board and its special committees, with the assistance of their respective financial and legal advisors, and management are carefully evaluating the ICE merger proposal Continued Merger Update |
Navigating the Future |
|
CBOT:
Looking to the Future Increase access to our markets Deepen pools of liquidity Ensure market integrity |
$50 $75 $100 $125 $150 $175 $200 10/18/05 1/18/06 4/18/06 7/18/06 10/18/06 1/18/07 4/18/07 Growth in CBOT Holdings Stock Valuation $54 $189 |
Supplementary Information |
GAAP Operating Income Merger-related Expenses Non-GAAP Operating Income FY 2006 $276.0 $9.7 $285.7 Q4 2006 $ 75.8 $9.5 $ 85.3 GAAP Operating Margin Merger-related Expenses Non-GAAP Operating Margin FY 2006 44.4% 1.6% 46.0% Q4 2006 44.8% 5.6% 50.4% GAAP Net Income Merger-related Expenses Non-GAAP Net Income FY 2006 $172.2 $9.7 $181.9 Q4 2006 $ 44.9 $9.5 $ 54.4 GAAP Earnings Per Share Merger-related Expenses Non-GAAP Earnings Per share FY 2006 $3.26 $0.18 $3.44 Q4 2006 $0.85 $0.18 $1.03 Supplementary Information Reconciliation of GAAP to Non-GAAP Financial Measures CBOT used non-GAAP financial measures of operating performance to eliminate
merger-related expenses incurred in 2006. Non-GAAP measures do
not replace and are not a substitute for our GAAP financial results but are provided to improve overall understanding of our current financial performance and our prospects for the future. 2006 Annual |
CBOT
used non-GAAP financial measures of operating performance to eliminate merger-related expenses incurred in the first quarter of 2007. Non-GAAP measures do not replace and are not a substitute for our GAAP financial
results but are provided to improve overall understanding of our current
financial performance and our prospects for the future. As Reported Merger- related Expenses Adjusted (Non-GAAP) Income from Operations $89.5 $13.0 $102.5 Operating Margin % 47.7% 6.9% 54.6% Net Income $55.4 $13.0 $ 68.4 Diluted Earnings Per Share $1.05 $0.24 $ 1.29 Supplementary Information Reconciliation of GAAP to Non-GAAP Financial Measures First Quarter 2007 |