Intercontinental Exchange Inc. · NYSE:ICE
Intercontinental Exchange — Merger or Acquisition (March 2007)
15 slides from Intercontinental Exchange's merger presentation, Mar 15, 2007
Slide 1: ICE Proposal to Combine with CBOT Holdings
Filed by IntercontinentalExchange, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CBOT Holdings, Inc. (Commission File No. 001- 32650) ICE Proposal to Combine with
Slide 2: Forward-Looking Statements
Forward-Looking Statements – Certain statements in this presentation may contain forward-looking information regarding IntercontinentalExchange, Inc., CBOT Holdings, Inc., and the combined company after the completion of the possible merger that are intended to be covered by the safe harbor for “for
Slide 3: Compelling Strategic Rationale
Compelling Strategic Rationale Positions the combined company as a leading derivatives complex across all major products – including ags, energy, interest rates, equity indices, foreign exchange and metals – with integrated clearing, robust technology and OTC capabilities Greatly expands product
Slide 4: Proposed Transaction Summary
Proposed Transaction Summary Structure: IntercontinentalExchange, Inc. combination with the Chicago Board of Trade Consideration: 1.420 shares of ICE per CBOT Class A share Implied Price per Share: $187.34 (1) Premium to Close 3/14/07: 12.8% to Current Offer: 10.5% to 10/16/06: 39.3% Pro Forma Owner
Slide 5: Transaction Comparison
Transaction Comparison Transaction: Combination of CBOT and ICE Acquisition of CBOT by CME Consideration: 1.420 shares of ICE for each CBOT share .3006 CME shares for each CBOT share (1) Premium to: Close 3/14/07: 12.8% 2.1% Current Offer: 10.5% 0.0% 10/16/06 Price: 39.3% 26.0% O
Slide 6: Leading Comprehensive End-to-End Derivatives Complex
Leading Comprehensive End-to-End Derivatives Complex Listed OTC Broad and Agricultural Foreign Exchange Energy Financials* Diverse Product Energy Interest Rates Currencies* Metals* Offering Equity Indices Metals Equity Indices* Scalable technology platform and infrastructure
Slide 7: Comprehensive Derivatives Complex
Comprehensive Derivatives Complex A combination would create a competitive and compelling alternative to CME’s current product suite Leader in agricultural commodities, poised to serve growing ethanol markets, leveraging energy and agricultural products Leading interest rate complex together w
Slide 8: Transaction Positions ICE / CBOT as a Global Leader
Transaction Positions ICE / CBOT as a Global Leader Creates a leading derivatives exchange with global scale and diverse markets Preserves industry competition which has fueled unprecedented growth and innovation Offers customers access to new markets across futures, options and OTC trading $2
Slide 9: Financially Compelling to Stockholders
Financially Compelling to Stockholders Illustrative: To be achieved within 18 months of closing 2006 Adjustments, ICE / CBOT ICE / CBOT Incl. Synergies Pro Forma ICE (1) CBOT Pro Forma at Run Rate Adjusted (2) Revenues $409.6 $621.1 $1,030.7 $50.0 $1,080.7 (3) (4) Operating Income 234.0 285.7 519.
Slide 10: Significant Clearing and Operating Synergies
Significant Clearing and Operating Synergies $50MM of revenue and ~$190MM of identifiable expense run-rate synergies ~$90MM of run-rate clearing synergies achieved as CBOT clearing is moved from CME to ICE ~$100MM of operating expense synergies phased in 50% in year one and 100% in year two an
Slide 11: Substantial OTC Opportunities in CBOT's Markets
Substantial OTC Opportunities in CBOT’s Markets Leverage ICE technology in bilateral and cleared OTC products across a substantially greater product suite and addressable market Provides broader pool of liquidity and products to global OTC marketplace for foreign exchange and interest rates 130.
Slide 12: Demonstrated Ability to Integrate Acquisitions
Demonstrated Ability to Integrate Acquisitions NYBOT Acquisition 9 Deal closed earlier than expected 9 Synergy realization ahead of schedule 9 Proven flexibility / scalability of ICE’s platform 9 Integration underway operationally 9 New product development in process for futures & OTC 9 Introduced e
Slide 13: Proven Ability to Create Value
Proven Ability to Create Value ICE has consistently provided innovation for customers and produced superior stockholder returns through organic growth, acquisitions and leading-edge technology Stockholders and members of merger partners of ICE have earned gains beyond initial premium within the
Slide 14: Preserves CBOT's Heritage and Maintains Focus on Growth
Preserves CBOT’s Heritage and Maintains Focus on Growth Rather than focusing on consolidation, this proposal focuses on long-term growth and value creation for customers and stockholders The ICE / CBOT combination preserves the distinguished ~160 year heritage of CBOT and strengthens the company
Slide 15: ICE / CBOT: A Compelling and Superior Merger Proposal
ICE / CBOT: A Compelling and Superior Merger Proposal Compelling strategic transaction brings benefits to both sets of stockholders Superior value versus CME transaction Greater synergies Faster growing partner for CBOT Creates stronger global business that is better able to meet needs of
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