Filed by IntercontinentalExchange, 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
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.
(Commission File No. 001-32650)
CBOT Holdings, Inc.
(Commission File No. 001-32650)
Attention CBOT Stockholders:
THE PRICE IS WRONG
DON’T BE FOOLED BY CME’S SUPPOSEDLY ENHANCED OFFER — IT HAS BEEN RAISED BY LESS THAN THE
INCREASE IN CBOT’S 2007 EARNINGS OUTLOOK
Since it agreed to sell out to CME, CBOT’s 2007 consensus EPS estimate has risen by 25%. Yet
CME has increased its original bid by less than that. In essence, CME’S bid is being paid for by
CBOT’s own improving earnings prospects. And you wouldn’t have gotten even this apparent increase
from CME without ICE’s superior proposal.
Over the same period, CME’s 2007 IBES estimate has increased by just 2%. It’s a sweet deal for the
slow-growing CME — but a bad deal for you.
ICE has consistently offered more value for CBOT — and CME has repeatedly low-balled you. Don’t
let your Board sell you out and undervalue your Company by millions of dollars.
CME has resorted to scare tactics and low-road rhetoric to sell you on their inferior deal. But
the simple fact remains: CME Undervalues CBOT and Your Board has Failed You.
DON’T LET CME STEAL YOUR COMPANY!
Preserve Your Opportunity to Get the Right Price: Vote NO on July 9th
VOTE AGAINST THE CME PROPOSAL TODAY!
Even if you have already returned a proxy you have every right to change your
vote. Only your latest dated vote will count. We urge CBOT Stockholders to
vote AGAINST the CME’s below-market offer.
vote. Only your latest dated vote will count. We urge CBOT Stockholders to
vote AGAINST the CME’s below-market offer.
If you have any questions, please contact:
M&A Incorporated
Toll-Free at: (877) 800-5187
Forward-Looking Statements - Certain statements in this advertisement may contain forward-looking
information regarding IntercontinentalExchange, Inc., CBOT Holdings, Inc., and the combined company
after the completion of the possible 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, statements about the benefits of the merger
transaction involving ICE and CBOT, including future strategic and financial benefits, the plans,
objectives, expectations and intentions of ICE following the completion of the merger, and other
statements that are not historical facts. Such statements are based upon the current beliefs and
expectations of ICE’s management and are subject to significant risks and uncertainties. Actual
results may differ materially from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those
expressed or implied in such forward-looking statements regarding the success of the proposed
transaction: the failure of CBOT to accept ICE’s proposal and enter into definitive agreements to
effect the transaction, the risk that the revenue opportunities, cost savings and other anticipated
synergies from the merger may not be fully realized or may take longer to realize than expected;
superior offers by third parties; the requisite approvals provided for under the Agreement dated
May 30, 2007, as amended on June 11, 2007, by and between ICE and the Chicago Board Options
Exchange (“CBOE”), and the performance of the obligations under such Agreement; the ability to
obtain governmental approvals and rulings on or regarding the transaction on the proposed terms and
schedule; the failure of ICE or CBOT stockholders to approve the merger; the risk that the
businesses will not be
integrated successfully; disruption from the merger making it difficult to maintain relationships
with customers, employees or suppliers; competition and its effect on pricing, spending and
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 ICE’s filings with the Securities and Exchange Commission (the
“SEC”), including ICE’s Annual Report on Form 10-K for the year ended December 31, 2006, as filed
with the SEC on February 26, 2007 and ICE’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2007, as filed with the SEC on May 4, 2007.
You should not place undue reliance on forward-looking statements, which speak only as of the date
of this advertisement. Except for any obligations to disclosure material information under the
Federal securities laws, ICE undertakes no obligation to publicly update any forward-looking
statements to reflect events or circumstances after the date of this advertisement.
Important Information About the Proposed Transaction and Where to Find It:
This material relates to a business combination transaction with CBOT proposed by ICE, which may
become the subject of a registration statement filed with the SEC. This material is not a
substitute for the joint proxy statement/prospectus that CBOT and ICE would file with the SEC if
any agreement is reached or any other documents which ICE may send to stockholders in connection
with the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain a free copy of the joint proxy statement/prospectus,
if and when such document becomes available, and related documents filed by ICE or CBOT without
charge at the SEC’s website (http://www.sec.gov). Copies of the final proxy statement/prospectus,
if and when such document becomes available may be obtained, without charge, from ICE by directing
a request to ICE at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor
Relations; or by emailing a request to ir@theice.com.
ICE has filed a proxy statement in connection with the special meeting of CBOT stockholders
scheduled for July 9, 2007, at which the CBOT stockholders will consider the CBOT merger agreement
with CME and other related matters. CBOT stockholders are strongly advised to read this proxy
statement and other related documents, as they contain important information. Investors are able to
obtain a free copy of the proxy statement with respect to the special meeting without charge, at
the SEC’s website (http://www.sec.gov). Copies of the proxy statement with respect to the special
meeting may be obtained, without charge, from ICE by directing a request to ICE at 2100 RiverEdge
Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor Relations; or by emailing a
request to ir@theice.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy the
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.
Participants in the Solicitation:
In addition to ICE, the following officers and employees of ICE will also be participants in the
foregoing proxy solicitations: Jeffrey C. Sprecher (Chairman and Chief Executive Officer), David S.
Goone (Senior Vice President, Chief Strategic Officer) and Kelly L. Loeffler (Vice President,
Investor Relations and Corporate Communications).
You can find information about ICE and ICE’s directors and executive officers in ICE’s Annual
Report on Form 10-K, filed with the SEC on February 26, 2007 and in ICE’s proxy statement for its
2007 annual meeting of stockholders, filed with the SEC on March 30, 2007.
Other than 1,000 shares of CBOT Class A Common Stock owned by ICE, neither ICE nor any of the other
participants in either of these proxy solicitations has any interest, direct or indirect, by
securities holdings or otherwise, in CBOT Holdings, Inc. or Chicago Mercantile Exchange Holdings
Inc. None of the participants will receive any special compensation in connection with either of
these proxy solicitations.