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ICE opens new front in battle for CBOT
Offers for options rights sweetens bid
By Robert Manor, Tribune staff reporter: Bloomberg News contributed to this report
Published May 31, 2007
In an effort to outflank the Chicago Mercantile Exchange's bid for the Chicago Board of Trade, the IntercontinentalExchange Inc. has offered $665 million to settle a dispute between CBOT and the Chicago Board Options Exchange.
Although ICE already is offering substantially more money than the Merc to full CBOT shareholders, the Atlanta-based exchange on Wednesday offered $500,000 each to CBOT traders in exchange for their exercise rights to the options exchange. Half the money for the payments would come from ICE, half from the options exchange.
Chicago Board of Trade members spun off the options exchange in the 1970s, and full members retained the right to trade on the exchange without having to buy separate memberships. Traders also argue they have an ownership interest in the options exchange.
A long-simmering dispute over the right to that interest, now in the courts and before federal regulators, is complicating the option exchange's efforts to convert into a publicly held company, with CBOE claiming that the Merc's acquisition would nullify the rights. The dispute also casts uncertainty on the value of the rights for CBOT members.
On Wednesday, ICE and the options exchange said the offer would clear up those problems. If accepted by CBOT, it also could help sink Merc's efforts to merge with its longtime Chicago competitor, analysts said.
"With this offer on the table, Chicago Mercantile Exchange's offer is substantially inferior," said Nick Neubauer, a former CBOT chairman and current shareholder. "CME will have to do something to match it, otherwise IntercontinentalExchange has moved considerably farther to acquiring the Board of Trade."
"This puts IntercontinentalExchange in the catbird seat," said Larry Tabb, CEO of the Westborough, Mass.-based consultant Tabb Group. "It's a huge achievement. It's going to be more challenging for the Chicago Mercantile Exchange."
ICE has offered $11 billion for the CBOT Holdings Inc, compared with a $9.5 billion offer from the Merc. The CBOT's board of directors has endorsed the Merc's offer. But on Wednesday, the exchange was not rejecting ICE's proposal.
"The CBOT has read today's press release with interest, but we have not had any communication from ICE or CBOE on this announcement," said Maria Gemskie, a spokeswoman for the CBOT. "We look forward to seeing the details of this announcement in order to make a measured evaluation."
The offer comes at a critical time. ICE Chief Executive Officer Jeffrey Sprecher is trying to convince CBOT shareholders to reject the offer from their Chicago rival. Shareholders of CBOT vote on the Merc proposal in July. ICE plans to meet today with CBOT members, who hold a vast block of shares in the exchange, to pitch its offer.
A solution to the dispute would free the CBOE to go public, said Jake Morowitz, a Board of Trade member for 33 years and head of Chicago-based USA Trading. CBOE, which trades options on individual equities, is planning a share sale and has filed with regulators to convert to a for-profit company.
"As long as it's in court, they can't go public," he said.
The offer by ICE and the CBOE gives several choices to CBOT traders in exchange for their financial interest in the options exchange. Traders simply could accept $500,000 in cash. Or they could accept $250,000 in cash and the right to $250,000 stock in the merged CBOT and ICE, or stock in the options exchange when it goes public.
The offer comes on top of a stock-for-stock offer by ICE that as of Wednesday valued CBOT at $211.17 a share. The Merc offer, in comparison, valued the CBOT stock at just $184.75 a share.
Neubauer and Morowitz said Sprecher was smart to try to resolve the exercise right issue.
"He listens and understands what the problems are," Morowitz said.
The Merc, meanwhile, sought to reassure CBOT traders.
"The Chicago Mercantile Exchange and CBOT are prepared to defend the value of CBOE trading rights to the benefit of CBOT members," said Allan Schoenberg, CME director of corporate communications.
Also on Wednesday, ICE reiterated that, if its offer is accepted, it would adopt the name of the Chicago Board of Trade, a brand known worldwide, would have headquarters in Chicago and move a substantial number of employees to the city.
One analyst said the extra money and resolution of the dispute would appeal to some CBOT traders. "It marginally strengthens ICE's argument specifically with the board of trade members," said Patrick O'Shaughnessy, equity analyst with Morningstar.
"I am not sure it strengthens ICE's case with the CBOT board of directors," he said.
Those directors say they favor the Merc merger because it presents less risk of integration, will cut costs and because the two exchanges already share back-office services.
Mark Wolfinger, a former options trader who closely follows the exchanges, said he believes traders will probably take the deal that pays the best.
"I think most people are motivated by money," Wolfinger said. "That doesn't make them selfish or mean."
"A half-million dollars is nothing to sneeze at," he said. ----------
rmanor@tribune.com
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