Today, Futures magazine spoke with Jeff Sprecher, chairman and CEO of the Intercontinental Exchange Inc. (ICE) about his revised bid to acquire the Chicago Board of Trade (CBOT) and about his plan to file proxy materials with the Securities and Exchange Commission (SEC), which would allow him to communicate directly with CBOT members and tell them how and why to vote against the bid placed by the Chicago Mercantile Exchange.

1) Is the CBOT board required in anyway to respond to this enhanced bid?
“I don’t think they are required to respond, but I suspect that good corporate governance would suggest they would need to take a look at it and come to a conclusion on what to do.”

“Any board, using a fiduciary, would want to take a look at any proposal to show that they have done due diligence for the company.”

2) Is there any question you can get the proxy material through SEC procedures before July 9?
“We are confident to get through before July 9. What we are proposing to do is not particularly controversial with the SEC. And given our status in the merger, [we] designed our thinking and our process to position ourselves appropriately.”

3) What exactly does the proxy mean? Will members be able to vote on the ICE proposal July 9?
“No. We are putting ourselves in a position where we can talk directly to Board of Trade members and our belief that they should vote ‘no’ on the CME.”

“Under the SEC rules, we will be able to 1) solicit a shareholder list directly from the Board of Trade and 2) talk to those shareholders directly about why they should vote ‘no.’”

4) Will CBOT be required to allow ICE to present this proxy at or before the July 9 meeting? “Yes, under the proxy materials, we are simply going to be talking to shareholders [about] why they should vote against the CME/CBOT proposal, so there is nothing for the Board of Trade to present.”

5) Are talks with CBOE (Chicago Board Options Exchange) ongoing? Most CBOT members indicated that the current offer on licenses is inadequate.
“We have an ongoing dialogue with the CBOE. But beyond that, I don’t agree with your premise. There was a substantial revision in what we put out last night and it is too early to come to conclusion about how the members feel about it until they get a chance to understand, its revised CBOE proposal.”