World Grain - April 2007 - 12

newsreview
ICE proposes merger with CBOT
ATLANTA, GEORGIA, U.S. - IntercontinentalExchange, Inc. (ICE) on March 19 announced it has delivered a proposed merger
agreement to the board of directors of CBOT
Holdings, Inc. that accepts substantially all
of the terms of CBOT's merger agreement
with Chicago Mercantile Exchange Holdings Inc (CME).
"We believe the ICE offer clearly constitutes a superior proposal under the terms of
CBOT's agreement with CME," said Jeffrey
C. Sprecher, chairman and chief executive
officer of ICE. "Our offer provides more
than (U.S.)$1 billion, or over $21 per share,
in additional current value, and it also offers
greater synergies and a much larger ownership stake in a better positioned, faster growing company headquartered in Chicago that
would be the world's most comprehensive
derivatives exchange."
Based on March 16 closing prices, the ICE
offer conveyed in the proposed merger agreement is valued at $179.46 per CBOT share,
13.3% above the $158.42 value per CBOT

share of the CME transaction. Under the ICE
offer, the combined company would continue the Chicago Board of Trade name and
leverage it as it creates a leading operating
company for its regulated futures exchanges
in Chicago, New York, London and Dublin.
CBOT shareholders would own approximately 51.5% of the combined company versus
only 31% in the CME transaction, increasing

STRENGTH. INNOVATION. TRANSPARENCY.

their participation in the substantial strategic
and financial benefits of the combination.
ICE said it is committed to preserving and
better monetizing the many valuable CBOT
assets, including its vast fixed income and agricultural markets, its CBOE trading rights, its
precious metals complex, and its strong global brand. ICE would maintain the established
floor to promote competition and liquidity.
Unlike a CME/CBOT combination, ICE
said it believes there are no significant antitrust risks in an ICE/CBOT combination.

There is no indication as to when the outcome of the regulatory review of the CME/
CBOT combination by the U.S. Department
of Justice will become known.
On March 20, CBOT announced that the
special meetings of CBOT Holdings stockholders and CBOT members to vote on the
merger with CME, which were scheduled
to occur on April 4, would be postponed to
give the board of directors of CBOT Holdings, its Special Transaction Committee and
the board of directors of the CBOT sufficient
time to complete their review of the previously announced proposal from ICE.
CBOT said the merger agreement with
CME remained in effect. The board of directors of CBOT Holdings, its Special Transaction Committee and the Board of Directors of
CBOT said they have not withdrawn, modified or qualified their respective recommendations that the stockholders of CBOT Holdings vote in favor of the merger agreement
with CME and that the members of CBOT
vote in favor of certain related matters.

For more information, see Page 98.

April 2007 / World Grain / www.World-Grain.com

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World Grain - April 2007

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