INTERCONTINENTALEXCHANGE, INC. /CBOT HOLDINGS, INC
Filed by IntercontinentalExchange, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company:
CBOT Holdings, Inc.
(Commission File No. 001- 32650)
INTERCONTINENTAL EXCHANGE RESPONDS TO COMMENTS BY
CHICAGO MERCANTILE EXCHANGE
Atlanta, GA (March 20, 2007) IntercontinentalExchange, Inc. (NYSE: ICE) today issued the
following statement in response to CMEs comments regarding ICEs proposed merger with CBOT.
CMEs rhetoric will not fool CBOT shareholders. The facts are that the ICE proposal provides more
than $1.3 billion, or over $25 per share, in additional current value, making it clearly
financially superior. In addition, an ICE/CBOT combination would give CBOT shareholders a majority
stake in a faster growing, better positioned company that will deliver substantial benefits for
customers, shareholders and the city of Chicago for many years to come, said Jeffrey C. Sprecher,
Chairman and CEO of ICE.
Additional Information
More information about the ICE proposal is available on the ICE website at www.theice.com under
About ICE/Investor Resources and at www.theicecbot.com.
About IntercontinentalExchange
IntercontinentalExchange® (NYSE: ICE) operates the leading global, electronic
marketplace for trading both futures and OTC energy contracts and the leading soft commodity
exchange. ICEs markets offer access to a range of contracts based on crude oil and refined
products, natural gas, power and emissions, as well as agricultural commodities including cocoa,
coffee, cotton, ethanol, orange juice, wood pulp and sugar, in addition to currency and index
futures and options. ICE® conducts its energy futures markets through its U.K. regulated
London-based subsidiary, ICE Futures, Europes leading energy exchange. ICE Futures offers liquid
markets in the worlds leading oil benchmarks, Brent Crude futures and West Texas Intermediate
(WTI) Crude futures, trading nearly half of the worlds global crude futures by volume of commodity
traded. ICE conducts its agricultural commodity futures and options markets through its U.S.
regulated subsidiary, the New York Board of Trade®. For more than a century, the
NYBOT® has provided global markets for food, fiber and financial products. ICE was
added to the Russell 1000® Index on June 30, 2006. Headquartered in Atlanta, ICE also
has offices in Calgary, Chicago, Houston, London, New York and Singapore. For more information,
please visit www.theice.com and www.nybot.com.
Forward-Looking Statements Certain statements in this press release 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 ICEs 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 ICEs 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 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 ICEs filings with the Securities and Exchange Commission (SEC),
including ICEs Annual Report on
Form 10-K for the year ended December 31, 2006, as filed with the
SEC on February 26, 2007.
You should not place undue reliance on forward-looking statements, which speak only as of the date
of this press release. 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 release.
Important Merger Information
In connection with the proposed transaction, and assuming the merger
proposal is accepted by CBOT, ICE intends to file relevant materials
with the SEC, including a proxy statement/prospectus regarding the proposed
transaction. Such documents, however, are not currently available.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ALL
SUCH OTHER RELEVANT MATERIALS REGARDING THE PROPOSED TRANSACTION WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a free copy of the proxy
statement/prospectus, if and when such document becomes available, and related documents filed
by ICE or CBOT without charge, at the SECs 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.
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.
ICE and its directors, executive officers and other employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. You can find information about
ICEs executive officers and directors in ICEs Annual Report on Form 10-K, filed with the SEC on
February 26, 2007 and in ICEs proxy statement for its 2006 annual meeting of stockholders, dated
April 3, 2006. Additional information about the interests of potential participants will be
included in the prospectus/proxy statement, if and when it becomes available, and the other
relevant documents filed with the SEC.
ICE intends to file a proxy statement in connection with the CBOT special meeting of stockholders
scheduled for April 4, 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 that proxy
statement and the accompanying proxy card when they become available, as they will contain
important information. Copies of that proxy statement, and amendments or supplements to that proxy
statement, and other documents filed by ICE, if and when such documents become available, may be
obtained, without charge, at the SECs website (http://www.sec.gov); or 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.
Contact:
IntercontinentalExchange
Kelly Loeffler
VP, Investor Relations and Corporate Communications
(770) 857-4726
kelly.loeffler@theice.com
Sard Verbinnen & Co
Jim Barron/Kara Findlay
(212) 687-8080
Brad Wilks
(312) 895-4700
Crystal Clear Communications
Ellen G. Resnick
(773) 929-9292; (312) 399-9295 (c)