CBOT - Chicago Merc (M&A)

CBOT Holdings, Inc. (BOT)
Chicago Mercantile Exchange Holdings Inc. (CME)
$8B Cash Election Merger

Summary

Creates world's largest derivatives trading market

Combined company will have a $25 market cap

Compare NYSE's market cap: $11.5B
BOTstock chart

Announced 10.17.06

Intercontinental Exchange Competing Offer

ICE makes a competing offer for CBOT

Share exchange at 10.5% premium to CBOT-CME merger

Announced 3.15.07

Advisors

Financial

BOT : JPMorgan
CME : Lehman Brothers / William Blair

Legal

BOT : Mayer Brown / Latham & Watkins
CME : Skadden Arps

Merger Agreement Hyperlinked

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 Certain Defined Terms
1.2 The Merger
1.3 Closing
1.4 Effective Time
1.5 Surviving Entity Constituent Documents
1.6 CBOT Constituent Documents
1.7 Directors
1.8 Officers
1.9 Effect on Capital Stock
1.10 Election Procedures
1.11 Treatment of CBOT Holdings Equity-based Awards
1.12 Appraisal Rights
1.13 Associated Rights

Article II Exchange of Certificates

2.1 Surrender and Payment
2.2 [reserved]
2.3 Lost Certificates
2.4 Withholding Rights
2.5 Further Assurances
2.6 Affiliates

Article III CBOT Reps

3.1 Organization
3.2 Subsidiaries
3.3 Capitalization; Membership Interests
3.4 Authorization; Board Approval; Voting Requirements
3.5 Takeover Statute; No Restrictions on the Merger
3.6 Rights Agreement
3.7 Consents and Approvals; No Violations
3.8 Sec Reports; CBOT Holdings Financial Statements
3.9 Absence of Undisclosed Liabilities
3.10 Form S-4; Joint Proxy Statement/prospectus
3.11 Absence of Certain Changes
3.12 Litigation
3.13 Compliance with Laws
3.14 Taxes
3.15 Real Property
3.16 Employee Benefit Plans and Related Matters; ERISA
3.17 Employees; Labor Matters
3.18 Intellectual Property
3.19 Contracts
3.20 Environmental Laws and Regulations
3.21 Insurance Coverage
3.22 Foreign Corrupt Practices and International Trade
Sanctions
3.23 Opinion of Financial Advisor
3.24 Assets and Operations of CBOT Holdings
3.25 Brokers

Article IV CME Reps

4.1 Organization
4.2 Subsidiaries
4.3 Capitalization
4.4 Authorization
4.5 Consents and Approvals; No Violations
4.6 Sec Reports; CME Holdings Financial Statements
4.7 Absence of Undisclosed Liabilities
4.8 Form S-4; Joint Proxy Statement/Prospectus
4.9 Absence of Certain Changes
4.10 Litigation
4.11 Compliance With Laws
4.12 Taxes
4.13 CME Holdings Leased Real Property
4.14 Employee Benefit Plans and Related Matters; ERISA
4.15 Employees; Labor Matters
4.16 Intellectual Property
4.17 Contracts
4.18 Environmental Laws and Regulations
4.19 Insurance Coverage
4.20 Foreign Corrupt Practices and International Trade
Sanctions
4.21 Opinions of Financial Advisors
4.22 Brokers
4.23 Section 203

Article V Covenants Relating to Conduct of Business

5.1 Covenants of CBOT Holdings
5.2 Covenants of CME Holdings

Article VI Additional Agreements

6.1 Preparation of Proxy Statement
6.2 Stockholders Meetings; Recommendations
6.3 Access to Information; Confidentiality
6.4 Consents and Approvals
6.5 No Solicitation
6.6 Employee Matters
6.7 Fees and Expenses
6.8 Directors and Officers Indemnification and Insurance
6.9 Public Announcements
6.10 Notification of Certain Matters
6.11 Listing of Shares of CME Holdings Common Stock
6.12 Affiliates
6.13 State Takeover Laws
6.14 Section 16 of the Exchange Act
6.15 Repurchase
6.16 Stockholder or Member Litigation
6.17 Clearing Agreement

Article VII Conditions Precedent

7.1 Each Party
7.2 CME
7.3 CBOT

Article VIII Termination and Amendment

8.1 Termination
8.2 Effect of Termination
8.3 Termination Fee

Article IX General Provisions

9.1 Non-survival of Representations, Warranties and
Agreements
9.2 Notices
9.3 Interpretation
9.4 Counterparts; Effectiveness
9.5 Entire Agreement; Third Party Beneficiaries
9.6 Severability
9.7 Assignment
9.8 Amendment
9.9 Extension; Waiver
9.10 Governing Law and Venue; Waiver of Jury Trial
9.11 Enforcement

Other Agreements

Rights plan amendment

Proxy Solicitation

Form S-4 filing 5.25.07

Table of contents

Preliminary proxy statement

To be filed

Deal Protection

No shop covenant

Merger agreement §6.5

Break-up fee

$240 million, reciprocal
Agreement §8.2

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