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

On June 20, 2007, representatives of Chicago Mercantile Exchange Holdings Inc. made the following investor presentation.

June 20, 2007

William Blair & Company

Annual Growth Stock Conference

Craig Donohue, CEO

Terry Duffy, Executive Chairman

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 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

CME

volume,

open

interest

and

rate

per

contract

information

the

text

this

document

exclude

CME’s

non-

traditional

TRAKRS

products,

for

which

CME

receives

significantly

lower

clearing

fees

less

than

one

cent

per

contract

average,

well

CME

Auction

Markets™

products

and

Swapstream

products.

Unless

otherwise

noted,

all

year,

quarter

and

month

date

volume

through

6/15/07.

June 20, 2007

Introduction

Terry Duffy, Executive Chairman

Pro Forma Q107 ADV

6,454

741

3,866

2,000

4,000

6,000

8,000

10,000

12,000

CBOT/CME

Eurex

CBOT/ICE

Euronext.liffe

NYMEX

CME/CBOT Proposed Merger

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

7,295

3,431

1,512

CME

and

CBOT

will

create

the

largest

exchange

the

world

CME/CBOT Proposed Merger

•

Greater immediate and long term growth

opportunities

•

Greater synergy potential than ICE offer

•

Minimal execution risk

•

Unique benefits for members and

customers

Best strategic alternative –

Most long term value

June 20, 2007

CME Overview

Craig Donohue, CEO

2,000

4,000

6,000

8,000

CME Globex

CME Average Daily Volume

Open Outcry

Privately Negotiated

(contracts in 000’s)

6,358

917

74%

May07 ADV 6.1M

highest month

Jun07 ADV to date

9.1M

May

Apr

Jun

to date

9,120

(contracts in 000’s)

Annual –

Long Term

Monthly –

Short Term

4,537

Reached daily open

interest record of

near 61M in June

2,000

4,000

6,000

8,000

10,000

CME’s Growth Strategy

•

Globalizing our business

•

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:

Core Business Growth Driver -

CME Electronic Options

120

160

Electronic E-mini

Equity Options ADV

*Based upon annualizing current YTD ADV

Potential annual revenue opportunity from full migration

*250M Contracts

30¢+/

contract

$75M+

Eurodollar options

example

120

Electronic Eurodollar

Options ADV

JUN

FEB

APR

JAN

MAR

MAY

JUN

FEB

APR

JAN

MAR

MAY

115K

156K

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

•

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

WTI ADV

NYMEX on CME Globex Leads Electronic Energy Trading

(notionally adjusted;

contracts in thousands)

NYMEX WTI

on CME Globex

ICE WTI

160

320

480

640

Total Energy ADV

(contracts in thousands)

to date

NYMEX Energy

on CME Globex

ICE Futures

601

523

100

200

300

400

to date

370

189

Significant Opportunities In Larger OTC/Spot Markets

•

OTC Foreign Exchange

•

OTC Interest Rate Swaps

1,880

1,025

498

Global

OTC

Interest Rates

Treasuries

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

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

150

300

450

600

Apr-07

May-07

$331

$509

ADV

(notional value in millions, USD)

June ADV

to date

is running

above $1B

CME

CBOT

ICE

CBOT

CME/CBOT Proposed Merger

CBOT/CME have much greater presence

across all major asset classes and are well positioned to

leverage significant new growth opportunities

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

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

$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

CME/CBOT is better positioned to immediately pursue the

full scope of OTC growth opportunities

CBOT/CME Enhanced Agreement Provides Value

Option 1

Minimum

Guarantee +

Upside

Option 2

Early

Cash-Out

Eligible

full

member

with

ERP

receives

guarantee

minimum

value

$250K

with

potential

realize

value

substantially

above

through

settlement

judgment

Eligible full member with ERP may transfer

ERP interest to CME in exchange for cash

payment

of $250K

(45 days post-closing)

Cash

dividend

$9.14

per

CBOT

for

ALL

CBOT shareholders

•

Full Member/ERP Holder:

27,338 shares = $250K

PLUS

CBOE ERP Implied Equity Value

$1.5 million

Implied

equity

value

per

membership

[2]

930

1,331

2,261

CBOE Full Members

CBOE ERP holders

Total CBOE potential memberships

$3.3 billion

Implied

equity

value

CBOE

[1]

CBOE Implied Equity Value

$3.3bn

CBOE Full

Members

41%

ERP

Holders

59%

$1.9bn

$1.4bn

[1]

Implied equity value based on Investment Banker market comp analysis; equity value

could be higher if value of CBOE is higher

[2]

Assumes ERP CBOE members share equally

Maintains ability to achieve full value of ERP, retain

trading right and benefit from upfront dividend payment

Summary Timeline

Original merger agreement -

October 17, 2006

ICE offer rejected by CBOT -

May 11, 2007

Revised merger agreement -

May 11, 2007

DOJ clearance of merger agreement -

June 11, 2007

Revised ICE offer rejected -

June 14, 2007

CME/CBOT cash dividend

and ERP solution adopted -

June 14, 2007

CBOT member and

CME/CBOT shareholder votes -

July 9, 2007

Post-close, CME/CBOT in a position to integrate quickly and

smoothly, while maintaining focus on growth initiatives

June 20, 2007

Questions?

Craig Donohue, CEO

Terry Duffy, Executive Chairman