Citing increasing competitive pressures within the industry, CBOT Chairman David P. Brennan said, "This revised strategy will enable us to move forward more quickly with becoming a for-profit company and modernizing our governance structure and, as a result, becoming more competitive. Although it will be a CBOT subsidiary, we plan to operate eCBOT on an independent and competitive basis with significant autonomy for eCBOT's management."
Under the revised strategy, the CBOT would amend its charter to convert into a for-profit company and, upon completion of the conversion, CBOT members would receive shares of stock in the new for-profit CBOT. In contrast to the original strategy, however, CBOT members would not receive stock in eCBOT as part of the transaction. The new for-profit CBOT will continue to operate eCBOT as a subsidiary, but would have the flexibility in the future to decide to separate the company from the new CBOT and/or conduct an initial public offering of eCBOT. Completion of the revised restructuring plan is subject to membership approval and receipt of various regulatory clearances, including from the Securities and Exchange Commission, Commodity Futures Trading Commission and the Internal Revenue Service.
The CBOT urges its members and membership interest holders to read the Registration Statement on Form S-4, including the proxy statement/prospectus combined within the Registration Statement, regarding the CBOT restructuring referred to herein or in connection herewith, when it becomes available, as well as the other documents that the CBOT has filed or will file with the Securities and Exchange Commission, because they contain or will contain important information. CBOT members and membership interest holders may obtain a free copy of the proxy statement/prospectus, when it becomes available, and other documents filed by the CBOT at the Commission's web site at www.sec.gov, or from the CBOT by directing such request in writing or by telephone to: Board of Trade of the City of Chicago, Inc., 141 W. Jackson Blvd., Chicago, Illinois 60604-2994, Attention: Office of the Secretary, Telephone: (312) 435-3605, Facsimile: (312) 347-3827.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
