CME GROUP INC. CME

election_required = True...basis set forth below: • first, we will purchase all shares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record (partial tenders will not qualify for this preference); and 4 Table of Contents (2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis, subject to appropriate adjustment to avoid purchases of fractional shares; and • third, only if necessary to permit us to purchase 6,250,0...

expiry = 2007-08-29...250,000 Shares of its Class A Common Stock (including the Associated Preferred Stock Purchase Rights) at a Purchase Price of $560.00 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 29, 2007, UNLESS THE TENDER OFFER IS EXTENDED. This tender offer is being made in connection with the Agreement and Plan of Merger, dated as of October 17, 2006, as amended (the “Merger Agreement”), by and among Chicago Mercantile Exchange Holdings...

expiry = 2007-08-29...ances of commercial paper or borrowings under our credit facility and cash on hand. How long do I have to tender my shares? You may tender your shares until the tender offer expires. The tender offer will expire on Wednesday, August 29, 2007, at 5:00 P.M., New York City time, unless we extend it. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for administrative reasons, for you to act to instru...

expiry = 2007-08-29...ares that are accepted for payment in the tender offer will be held by Computershare, and not released to the tendering clearing firm, until the replacement shares have been pledged. The tender offer will expire at 5:00 P.M., New York City time, on August 29, 2007, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Upon the terms and subject to the conditions of the tender offer, including the “odd lot” priority, proration and conditional tender provisions desc...

expiry = 2007-08-29...ares that are accepted for payment in the tender offer will be held by Computershare, and not released to the tendering clearing firm, until the replacement shares have been pledged. The tender offer will expire at 5:00 P.M., New York City time, on August 29, 2007, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Upon the terms and subject to the conditions of the tender offer, including the “odd lot” priority, proration and conditional tender provisions desc...

listed = True...r tendering shares. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 for a description of the conditions of the tender offer. The shares are listed and traded on the New York Stock Exchange (the “NYSE”) and the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “CME.” On May 10, 2007, the last full trading day before the announcement of our agreement to undertake the tender offer, the last reported sale price of the shares was $497.95 per share. On July 31, 2007, the last full trading day before the commencement of the tender offer, the l...

mechanism = FIXED...(A)(1)(I) 2 dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by CME GROUP INC. of up to 6,250,000 Shares of its Class A Common Stock (including the Associated Preferred Stock Purchase Rights) at a Purchase Price of $560.00 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 29, 2007, UNLESS THE TENDER OFFER IS EXTENDED. This tender offer is being made in connection with the Agreement and Plan of Merger, dated as of October 17, 2006, as amended (the “Merger Agreement”), by and among Chi...

must_tender_all = True...-entry transfer set forth in Section 3. See Section 4, “Withdrawal Rights” for additional information. In what order will you purchase the tendered shares? We will purchase shares: • first, from all holders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, “Conditional Tender of Shares,” on a pro rata basis from all other stockholders who properly tender shares and do not properly withdraw them before the expiration of the tender offer;...

no_priority = True...TER OF TRANSMITTAL, MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE GROSS PROCEEDS PAID TO THE STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE TENDER OFFER. SEE SECTION 3. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered by the Expiration Time will be subject to proration, as described in Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a speci...

price = USD 560.0...xhibit (a)(1)(i) Offer to Purchase for Cash by CME GROUP INC. of up to 6,250,000 Shares of its Class A Common Stock (including the Associated Preferred Stock Purchase Rights) at a Purchase Price of $560.00 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 29, 2007, UNLESS THE TENDER OFFER IS EXTENDED. This tender offer is being made in connection wi...

priority_conflicting = True...or such greater number of shares as we may elect to purchase, subject to applicable law) have been properly tendered and not properly withdrawn at or prior to the Expiration Time, we will purchase properly tendered shares in the following order of priority: • first, from all holders of “odd lots” (holders of fewer than 100 shares) who properly tender all their shares and do not properly withdraw them by the Expiration Time; • second, on a pro rata basis from all other stockholders who properly tender shares, other than stockholders who tender conditionally and whose conditions are not satisfied; and • third, only if necessary to permit us to purchase 6,250...

threshold = 100...ered and not properly withdrawn. The 6,250,000 shares represent approximately 11.4% of our outstanding Class A common stock as of July 25, 2007. If more than 6,250,000 shares are tendered, all shares tendered will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered, but is subject to other conditions. See Section 7, “Conditions of the Tender Offer” for additional information. We also expressly reserve the right, in our sole discretion, to purchase additional shares subje...

threshold = 100...ered and not properly withdrawn. The 6,250,000 shares represent approximately 11.4% of our outstanding Class A common stock as of July 25, 2007. If more than 6,250,000 shares are tendered, all shares tendered will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered, but is subject to other conditions described in Section 7 of the Offer to Purchase. We also expressly reserve the right, in our sole discretion, to purchase additional shares, subject to applicable legal requ...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by CME GROUP INC. of up to 6,250,000 Shares of its Class A Common Stock (including the Associated Preferred Stock Purchase Rights) at a Purchase Price of $560.00 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW...

txn_type = TENDER_OFFEREX-99.(A)(5)(III) 2 dex99a5iii.htm FAQ ON THE TENDER OFFER FAQ ON THE TENDER OFFER Exhibit (a)(5)(iii) FAQ ON THE TENDER OFFER On August 1, 2007, CME Group commenced a tender offer to purchase up to 6,250,000 shares of its Class A common stock. This communication highlights, in a question-and-answer format, certain information about the tender offer. The tender offer is being made only pursuant to the Offer to Purchase and the related materials dated August 1, 2007, in each case as amended and supplemented from time to time. S...

txn_type = TENDER_OFFEREX-99.(A)(5)(VI) 2 exa5vi.htm MEMORANDUM exa5vi.htm Exhibit (a)(5)(vi) TO: Clearing Firms FROM: CME Group DATE: August 23, 2007 SUBJECT: CME Group Fixed Price Tender Offer and Clearing Firm Participation On August 1, 2007, CME Group commenced a tender offer to purchase up to 6,250,000 shares of its Class A common stock. The tender offer is being made only pursuant to the Offer to Purchase and the related materials dated August 1, 2007, in each case as amended and supplemented from time to time. You should read the Offer to Purchase and the related materials carefully. You may access the Offer to Purcha...

txn_type = TENDER_OFFEREX-99.(A)(5)(VI) 2 exa5vi.htm MEMORANDUM exa5vi.htm Exhibit (a)(5)(vi) TO: Clearing Firms FROM: CME Group DATE: August 23, 2007 SUBJECT: CME Group Fixed Price Tender Offer and Clearing Firm Participation On August 1, 2007, CME Group commenced a tender offer to purchase up to 6,250,000 shares of its Class A common stock. The tender offer is being made only pursuant to the Offer to Purchase and the related materials dated August 1, 2007, in each case as amended and supplemented from time to time. You should read the Offer to Purchase and the related materials carefully. You may access the Offer to Purcha...