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CME, CBOT revise terms of merger agreement
POSTED: 10:44 a.m. EDT, May 12,2007

Chicago Mercantile Exchange Holdings Inc. (CME) and Chicago Board of Trade (CBOT) Holdings, Inc. (BOT) have revised the terms of their definitive merger agreement, said a news Friday.

Under the terms of the revised agreement, CBOT shareholders will receive 0.3500 shares of CME Class A common stock for each share of CBOT Holdings Class A common stock, an increase of 16 percent from the original terms of the merger agreement.

CME is the world's largest and most diverse financial exchange, which offers futures and options on futures in interest rates, stock indexes, foreign exchange, agricultural commodities, energy, and alternative investment products.

CBOT, which has already agreed to an 8 billion dollars takeover by CME, is the major U.S. bond market.

However, Atlanta-based Intercontinental Exchange (ICE), a major electronic marketplace, announced on March 15 that it made an unsolicited 9.9 billion dollars all-stock bid for CBOT.

Following completion of the transaction, current CBOT shareholders will own approximately 34.6 percent of the outstanding shares of the combined company, up from approximately 31.2 percent in the original agreement, said CME in the news release.

CBOT will also receive additional representation on the combined company's board of directors, with 10 of the 30 seats filled by current CBOT directors.

CME also announced that it will make a cash tender offer for up to 3.5 billion dollars in common stock of the combined company, or approximately 12 percent of the combined company's outstanding shares, at a fixed price of 560 dollars per share, to commence shortly after the closing of the merger.

Meanwhile, CBOT concluded that the unsolicited proposal submitted by ICE was not superior to the revised CME transaction.

"We look forward to completing this merger and realizing the full benefits for customers and shareholders of both companies," said CME Executive Chairman Terry Duffy.

"After a thorough review of ICE and careful consideration of its proposal and the revised proposal from CME, the Boards of CBOT Holdings and the CBOT concluded that the revised merger agreement with CME offered greater overall benefits for our shareholders and members," said CBOT Chairman Charlie Carey.

"We look forward to the July 9th vote and to completing the transaction as soon as possible after the vote," he added.

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