Edgar Filing: CBOT HOLDINGS INC

Form 425

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 Company’s Commission File No.: 001-32650

CME/CBOT Analyst Call

May 11, 2007

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 company’s 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 CBOT’s

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 CME’s

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 Company’s Annual Report on Form 10-K for the year

ended December 31, 2006 and Item 1A of CME’s 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 CME’s

management.

Certain Information Regarding the Tender Offer after Closing of the Transaction

The information in this document describing CME’s

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 CME’s

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

from Chicago Mercantile Exchange Holdings Inc., Shareholder Relations and Membership Services, 20 South Wacker

Drive,

Chicago, Illinois 60606, Attention: Beth Hausoul.

Transaction Summary

July 2007 (subject to regulatory, shareholder and

CBOT member approvals)

Anticipated Closing:

Accretive to earnings of the combined company on a

cash basis within 12 months and on a GAAP basis

within 12-18 months after the closing

Expected Accretion:

Terrence A. Duffy, Chairman; Charles P. Carey, Vice-

Chairman; Craig S. Donohue, CEO

Management:

For each CBOT share, shareholders will receive

0.3500 CME shares

All stock transaction; cash election eliminated

Consideration:

CBOT can pay quarterly dividend of $0.29 per share

if transaction has not closed prior to end of quarter

Dividend:

30 Directors to include 20 Directors from CME and

10 Directors from CBOT

Board of Directors:

CME Shareholders: 65.4%

CBOT Shareholders: 34.6%

Pro Forma Ownership:

Best Strategic Alternative -

Most Long Term Value

•

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

Cost synergies highly certain and realizable

Revenue synergies are larger and more realizable

•

Minimal execution risk

Flawlessly integrated CCL in 9 months

Flawlessly integrated NYMEX in 2 months

Already have seven months of integration planning for CME/CBOT

merger

•

Unparalleled benefits for members and customers

Trading floor consolidation/expense reduction

Decreases costs for members/member firms

Increases sustainability of open outcry businesses

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 000’s)

2,000

4,000

6,000

8,000

2,000

4,000

6,000

8,000

6,000

4,000

2,000

Interest

Rates

Equities

Comm

Energy

Metals

6,671

2,305

555

724

586

154

3,032

142

818

531

Comm

Energy

Metals

Interest

Rates

Equities

Pro Forma Q107 ADV

2,773

7,295

6,454

741

3,866

2,000

4,000

6,000

8,000

10,000

12,000

CBOT/CME

Eurex/ISE

CBOT/ICE

Euronext.liffe

NYMEX

Pro Forma ADV –

Q107

contracts in 000s

10,320

4,607

Note:

[1] Eurex

and Euronext.liffe

include individual equity and equity index options

[2] NYMEX includes Clearport

[3] Sources are company press releases and analyst presentations

10,068

3,431

1,512

Basis for Revised Proposal

Several months of integration planning have

yielded

Expected cost synergies of at least $150M

Potential revenue and growth synergies of at

least $75M

Continued efficiencies from clearing services

Speed to integration –

accelerated original

trading floor and Globex consolidation dates

Globex –

Q1 2008

Trading Floor –

Q2 2008

Superior Cross-Selling

•

Product complementarities

significantly increase cross

selling opportunities

Larger and More Certain 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+

$262,296

$38,111

$20,352

$6,783

$6,394

$50,000

$100,000

$150,000

$200,000

$250,000

$300,000

Interest Rate

Market

FX Market

Credit Market

Equity Market

Commodity

Market

Larger, More Valuable OTC Growth Opportunities

ICE

Source: June 2006 Notional Value Outstanding per March 2007 BIS

Quarterly Review

CBOT/CME will have:

•

Largest global exchange-traded derivatives market

•

Largest global derivatives clearing house

•

Largest global exchange-traded derivatives customer

base

•

Swapstream

•

IDBs active

in cash

treasuries

•

Corporate

bond

platforms

•

Repo

facilities

•

FX MarketSpace

CBOT/CME is better positioned to immediately pursue the

full scope of OTC growth opportunities

Positioned for Global Growth

CBOT/CME customers in

more than 80 countries

7 European/Asian hubs

CBOT/CME will pursue

relatively untapped

global growth

strengthened by:

A broad product

offering that has wide

global appeal

Expansive distribution

with international hubs

and global customers

Fixed Price Tender Offer of $560 per CME share

Details

The company has committed to commence a cash tender offer

up to $3.5 billion in common stock of the combined company,

or approximately 12% of the combined company’s

outstanding shares

Fixed price tender at $560 per share, contingent upon deal

Received financing commitments for $2.5 billion from Lehman

Brothers which, along with available cash balances, will fund

the tender offer

Benefits

Demonstrates commitment to CME’s long-term value creation

opportunities

Improves capital structure, while maintaining strong credit

fundamentals

Returns cash to shareholders in a manner that is expected to

be accretive to the combined company

•

Definitive merger

agreement

•

Joint proxy/registration

statement declared

effective

•

DOJ review nearing

completion

•

Shareholder and member

vote scheduled for

July 9, 2007

Summary -

Transaction Milestones

Operational Milestones

Transaction Milestones

•

Identified at least

$150M in expected cost

synergies

•

Post-merger

management team

announced

•

CME Globex migration

accelerated to 1Q08

•

Trading floor

consolidation

accelerated to 2Q08

CBOT/CME have made tremendous progress since October