IntercontinentalExchange, Inc. announced that it has boosted its offer and resubmitted its merger proposal to the Chicago Board of Trade.

ICE also said it intends to file a preliminary proxy statement to oppose the proposed acquisition of CBOT Holdings by the Chicago Mercantile Exchange; a deal that was cleared by the US justice department earlier this week. ICE intends to solicit votes against the proposed CBOT/CME combination at the CBOT stockholder meeting scheduled for July 9 after the SEC’s review of its preliminary proxy statement is completed.

Under ICE’S enhanced proposal: CBOT Holdings stockholders can now elect to receive cash in lieu of ICE/CBOT shares in an amount equivalent to the value implied by 1.42 ICE shares per CBOT share at the close of the ICE/CBOT merger. The
total amount of available cash consideration will be a maximum of US$2.5 billion, with individual cash elections subject to proration in the event that the maximum amount of cash available is oversubscribed.

Current CBOT members would also benefit from pricing protections on trading fees. Also, the previously announced agreement with the Chicago Board Options Exchange regarding CBOT members’ CBOE exercise rights is included in the revised proposal, and has been amended so the total consideration of US$665.5 million, payable jointly by ICE and CBOE, would be divided by the number of CBOT Full Members possessing the required interests. CBOT will be permitted to pay pre-closing dividends of US$0.29 per share for the third and fourth quarters of 2007 and a dividend for the first quarter of 2008 based on earnings during that period. And, at least five CBOT designees would remain on the ICE board through the 2014 Annual Meeting of Stockholders.

Jeffrey Sprecher, chairman and CEO of ICE, said, “This enhanced proposal demonstrates ICE’s continuing commitment to address the needs of CBOT stockholders and members. Over the past few weeks, we have had productive discussions with a wide spectrum of stakeholders. Based on this input, we have devised an enhanced proposal that we believe is extremely compelling to stockholders and members. Our proposal also resolves important issues that are not addressed by the CME agreement that CBOT stockholders will have the opportunity to vote against on July 9th.”

Sprecher continued, “We believe that the CME acquisition of CBOT is not in the best interest of CBOT stockholders. By filing our preliminary proxy materials, we are signaling our intent to actively assist CBOT stockholders and members to oppose the inferior CBOT/CME combination so that CBOT stockholders can send a clear message to their Board that they want proper consideration given to the clearly superior ICE proposal.”