What is the main purpose of this 8-K filing?

This 8-K filing serves to update the joint proxy statement/prospectus related to the proposed merger between CME Group Inc. and CBOT Holdings, Inc. It provides details on Amendment No. 3 to the merger agreement, which includes new terms and conditions affecting shareholders and members of both entities.

What financial benefit will CBOT Holdings Class A shareholders receive due to Amendment No. 3?

CBOT Holdings Class A shareholders of record will receive a one-time cash dividend of $9.14 per share. This dividend will be paid immediately prior to the closing of the merger, contingent upon all merger conditions being satisfied.

What are the new options available to eligible holders of CBOE exercise rights (ERPs)?

Eligible ERP holders now have two options: 1) continue as a class member in the CBOE lawsuit with a guaranteed payment of up to $250,000, regardless of the lawsuit's outcome, or 2) sell their ERP to CBOT for $250,000, payable after the merger closes. This provides them with more flexibility regarding their involvement in the ongoing litigation.

How does this amendment affect CME Group's financial obligations regarding litigation?

CME Group has eliminated the previous $15 million cap on its out-of-pocket expenses, including attorney fees, associated with prosecuting the ERP litigation and defending against other challenges to these rights. This suggests a greater commitment to resolving these legal matters.

CME 8-K SEC Disclosure — Jun 18, 2007

Summary

CME Group Inc. (CME) filed an 8-K on June 18, 2007, primarily to update its joint proxy statement/prospectus regarding the proposed merger with CBOT Holdings, Inc. The filing details key amendments to the merger agreement, specifically Amendment No. 3, which introduces significant financial considerations for CBOT Holdings shareholders and eligible holders of Chicago Board Options Exchange (CBOE) exercise rights (ERPs). Investors should note the introduction of a one-time cash dividend of $9.14 per share for all CBOT Holdings Class A shareholders of record, payable immediately prior to the merger's closing. Furthermore, significant changes are outlined for ERP holders, offering them a choice between continuing as a class member in a CBOE lawsuit with a guaranteed minimum payment of $250,000, or selling their ERPs to CBOT for $250,000. The filing also highlights CME's removal of the $15 million cap on litigation costs and establishes a CBOE director-veto power over certain CBOT rule changes impacting member business opportunities until 2012.

Key Highlights

1CME Group is supplementing its joint proxy statement/prospectus concerning the merger with CBOT Holdings.
2Amendment No. 3 to the Merger Agreement introduces a one-time cash dividend of $9.14 per share for CBOT Holdings Class A shareholders.
3This dividend will be paid immediately before the merger closes, provided all conditions are met.
4Eligible CBOE exercise right (ERP) holders are offered a choice: continue in a lawsuit with a guaranteed minimum payment of $250,000, or sell their ERP to CBOT for $250,000.
5CME Group has removed the $15 million cap on out-of-pocket costs related to prosecuting ERP litigation and defending related proceedings.
6A five-person committee, including three CBOT directors, will have veto authority over CBOT rule changes impacting CBOT member business opportunities until the 2012 annual meeting.
7The designation period for CBOT directors on the CME Group board has been extended until the 2012 annual meeting of stockholders.

CME GROUP INC. 8-K Report, Corporate Update (Jun 18, 2007)

Summary

Key Highlights

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