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
June 7, 2007
Sandler ONeill &
Partners eBrokerage and Global Exchange Conference 2007 Jamie Parisi, CFO Craig Donohue, CEO |
© Chicago Mercantile Exchange Inc. All rights reserved. 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, antitrust, 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 CME following completion of the proposed transaction; CME 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 CBOT with CMEs operations 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 the Companys Annual Report on Form 10-K for the year ended December 31, 2006 and Item 1A of CMEs Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. Copies of such 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. Statements included in this document relating to the ICE offer reflect the views of CMEs management. Certain Information Regarding the Tender Offer after Closing of the Transaction The information in this document describing CMEs planned tender offer following closing of the proposed transaction is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of CMEs common stock in the tender offer. The tender offer will be made only pursuant to an Offer to Purchase and related materials that CME will distribute to shareholders of the combined company and only if the proposed transaction with CBOT is consummated. Shareholders should read the Offer to Purchase and the related materials carefully when they become available because they will contain important information, including the various terms and conditions of the tender offer. Subsequent to the closing of the proposed transaction with CBOT, shareholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that CME will file with the SEC free of charge at 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. NOTE: Unless otherwise noted, all references to CME volume, open interest and rate per contract information in the text of this document exclude CMEs non- traditional TRAKRS SM products, for which CME receives significantly lower clearing fees of less than one cent per contract on average, as well as CME Auction Markets products and Swapstream ® products. Unless otherwise noted, all year, quarter and month to date volume is through 6/5/07. |
© Chicago Mercantile Exchange Inc. All rights reserved. 3 CMEs Growth Strategy Globalizing our business Providing liquidity in all major asset classes Expanding our customer base worldwide Deploying our technology globally Being a leading service provider of transaction processing services Expanding into over-the-counter/spot markets Leading product and technology innovation CME will be the leading global derivatives company by: |
© Chicago Mercantile Exchange Inc. All rights reserved. 4 CME Globex ® CME Average Daily Volume Open Outcry Privately Negotiated (contracts in 000s) 6,118 03 02 01 00 04 917 05 06 07 May07 ADV 6.1M 3 rd highest month 2H May 07 1H May 07 2H Apr 07 1H Apr 07 Jun 07 to date 7,846 (contracts in 000s) Annual Long Term Monthly Short Term 4,537 0 2,000 4,000 6,000 8,000 74% 0 2,000 4,000 6,000 8,000 |
© Chicago Mercantile Exchange Inc. All rights reserved. 5 CME Open Interest Jun. 5, 2007 Jan. 3, 2007 35.7M Daily Record 56.3M 46.7M CME Daily Open Interest (number of contracts outstanding at days end) Mar. 5, 2007 30,000,000 35,000,000 40,000,000 45,000,000 50,000,000 55,000,000 60,000,000 |
© Chicago Mercantile Exchange Inc. All rights reserved. 6 Core Business Growth Driver - CME Electronic Options CME Total Options ADV 1,344 Open Outcry CME Globex 2003 2004 2005 2006 2006 +46% 3-Yr CAGR: 41% Enhance functionality RFQ/RFC Covereds User-defined spreads Provide pricing/ incentive and market maker programs Discounts announced for May 1 Dec. 31, 2007 Support new bank and ISV connectivity Sell, educate and train 2007 Potential annual revenue opportunity from full migration *250M Eurodollar Options Contracts 30¢+/ contract X = $75M+ *Based upon annualizing current YTD ADV Growth Strategy 0 500 1,000 1,500 12% |
© Chicago Mercantile Exchange Inc. All rights reserved. 7 Globalizing Our Business CME Globex
live access from
more
than 80 countries 7
European/ Asian hubs Regionally
focused sales, education and marketing to key targets Broadening relationships in emerging markets CME provides access to highly liquid markets across all major asset classes on an industry leading technology platform Interest rates Equities Foreign exchange Agricultural commodities Alternative investments Energy Metals |
© Chicago Mercantile Exchange Inc. All rights reserved. 8 Future opportunities in Asia, South America and possibly Europe Leading Service Provider in Transaction Processing Treasuries Ags Equities Metals Energy Metals Soft Commodities Transaction Processing Customer Benefits Scalable platforms Advanced functionality CME customer service standards Broad distribution/network effects Proven integration/ time-to- market advantages Increased profit potential through CME scale advantages May NYMEX energy and metals volume on CME Globex averaged a record 702,000 contracts per day; May CBOT volume up 44 percent sequentially |
© Chicago Mercantile Exchange Inc. All rights reserved. 9 Transaction Processing NYMEX on CME Globex Total Energy ADV NYMEX on CME Globex vs. ICE 150 300 450 600 OCT 06 DEC 06 FEB 07 569 273 506 448 APR 07 JUN 07 NYMEX Energy on CME Globex ICE Futures (by month; contracts in thousands) NYMEX on CME Globex leads electronic energy trading |
© Chicago Mercantile Exchange Inc. All rights reserved. 10 Significant Opportunities In Larger OTC/Spot Markets OTC Foreign Exchange OTC Interest Rate Swaps 1,880 1,025 498 80 53 Global FX OTC Interest Rates US Treasuries US Equities Europe, Middle East & Africa Equities Average Daily Turnover ($ in billions) Source: BIS 2004 Triennial Survey, SIA, Federal Reserve Bank of New York & World Federation of
Exchanges Celent Report |
© Chicago Mercantile Exchange Inc. All rights reserved. 11 OTC/Spot Market Opportunities Client acquisition and participation on the platform is continuing to diversify; pipeline is strong Liquidity is building; customers expressing satisfaction with bid/ask spreads and depth of book Broad geographic reach Favorable Market Trends Electronic Centralized clearing Algorithmic trading Transparency/anonymity 0 150 300 450 600 Apr-07 May-07 $331 $509 ADV (notional value in millions, USD) June ADV to date is running above $1B |
© Chicago Mercantile Exchange Inc. All rights reserved. 12 CME/CBOT Proposed Merger Greater immediate and long term growth opportunities OTC opportunities are larger with CME Greater diversity of revenue Complementary products increase revenue/growth synergies CME and CBOT are operationally superior and can grow from Day 1 Both companies have proven track records of long- term growth Greater synergy potential than ICE offer Cost synergies highly certain and
realizable (at least $150M) Revenue synergies are larger and we believe are more realizable (at least $75M) Best strategic alternative Most long term value |
© Chicago Mercantile Exchange Inc. All rights reserved. 13 CME/CBOT Proposed Merger Minimal execution risk Flawlessly integrated CCL in 9 months Flawlessly integrated NYMEX in 2 months Already have over seven months of detailed integration planning for CME/CBOT merger Accelerated original trading floor and Globex consolidation dates Globex Q1 2008 Trading Floor Q2 2008 Unparalleled benefits for members and customers Trading floor consolidation/expense reduction Decreases costs for members/member firms Increases sustainability of open outcry businesses Best strategic alternative Most long term value |
© Chicago Mercantile Exchange Inc. All rights reserved. 14 CME CBOT ICE CBOT Platform for Diversified Growth CBOT/CME have much greater presence across all major asset classes CBOT/ICE CBOT/CME Note: CME ADV includes NYMEX products on CME Globex and ICE ADV includes ICE futures and NYBOT futures and options on futures Q1 2007 Combined ADV by Product Line (in 000s) 0 2,000 4,000 6,000 8,000 8,000 6,000 4,000 2,000 0 Interest Rates Equities FX Comm Energy Metals 6,671 2,305 555 724 586 154 3,032 142 15 818 531 65 Comm Energy Metals Interest Rates Equities FX |
© Chicago Mercantile Exchange Inc. All rights reserved. 15 Superior Cross-Selling Product complementarities significantly increase cross selling opportunities Significant Revenue Synergies Greater Product Innovation Yield curve products Spread products/functionalities Strong entry point for credit, corporate bond and cash treasury markets Largest/Most Scalable Platforms Trade matching Clearing processing Broadest Global Presence Immediate customer base growth in 80+ countries Immediate product/business development opportunities $75M+ |
© Chicago Mercantile Exchange Inc. All rights reserved. 16 Summary - Timeline Revised merger agreement in place; amended S-4 filed Substantial Compliance with DOJ process, and review nearing completion Over the next few weeks, extensive schedule of meetings with CBOT members, FCMs and institutional investors CME and CBOT shareholder and CBOT member votes scheduled for July 9, 2007 CME will launch cash tender offer at $560 per share providing a floor at that level following close Post-close, in position to integrate quickly and smoothly, while maintaining focus on growth initiatives CME/CBOT have made tremendous progress since October and are nearing completion |
June 7, 2007
Questions? Jamie Parisi, CFO Craig Donohue, CEO |