Filed by CBOE Holdings, Inc.

pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: CBOE Holdings, Inc.

Subject Company’s Commission File No.: 333-140574

On January 30, 2008, the Chicago Board Options Exchange, Incorporated issued the following information circular.

Overview of Fourth-Quarter 2007 Financial Results

CBOE capped off the year with another strong quarter, reporting a 43 percent increase in total revenues to $93.0 million and a 53 percent increase in pretax earnings to $36.3 million for the fourth-quarter 2007 compared with fourth-quarter 2006.  The fourth-quarter results mark CBOE’s eighth consecutive quarter of year-over-year, double-digit gains in revenues and earnings.

The growth in total revenues was primarily driven by higher transaction fees.  For the fourth quarter of 2007, transaction fees rose 54 percent to $72.0 million from $46.7 million in last year’s fourth quarter, fueled by robust trading volume during the quarter.  Total contracts traded for the quarter were up 47 percent to 258.5 million from 176.1 million in last year’s fourth quarter.  CBOE’s average daily volume of options contracts traded was 4.0 million contracts for the final quarter of 2007, a 45 percent increase compared with last year’s comparable average of 2.8 million contracts.  Additionally, the transaction fee per contract increased to $0.279 for the quarter from $0.265 in last year’s fourth quarter, contributing to the growth in transaction fees.  This increase reflects targeted fee changes implemented in 2007 combined with a shift in the volume mix favoring higher-margin product categories.

The other line items included in total revenues only accounted for $2.8 million of the $28.1 million increase.

Scalability of Operating Model Underscored by Higher Margins

Total expenses were $56.7 million for the fourth quarter of 2007.  This represents a $15.5 million increase from the same period in 2006, primarily driven by employee costs, outside services, royalty fees and other expenses.  Employee costs were up $3.3 million for the quarter primarily due to accrued expense for year-end incentive awards which are aligned with the company’s financial performance.  The increase in royalty fees of $1.5 million is directly related to higher volumes in licensed products.  Costs for outside services increased by $1.6 million, due to a lower percentage of consulting fees relating to software development costs being capitalized compared with last year’s fourth quarter.  The negative variance in other expenses mainly relates to the net effect of last year’s fourth quarter benefiting from a $7.1 million refund associated with prior litigation and increased reimbursement of costs for DPM linkage accounts of $1.7 million.  Excluding royalty fees, which are variable expenses correlated with volume growth, and the impact of the 2006 litigation refund, total expenses for the fourth quarter of 2007 were $49.6 million compared with $42.7 million for the same period last, representing an increase of $6.9 million, or 16 percent.

During the fourth quarter, CBOE continued to focus on maintaining strong expense controls, evidenced by our operating margin expansion.  CBOE’s operating margin, representing income before taxes divided by total revenues, increased to 39.0 percent for the quarter compared with 36.5 percent for the same period last year.  Our ability to expand our margins validates the scalability and operating leverage inherent in CBOE’s operating model.

Full-Year 2007 Financial Overview

In our second year of operation with a for-profit approach, CBOE made significant strides, achieving records in trading volume, total revenues and earnings.  Strong revenue growth combined with disciplined expense management resulted in a 94 percent increase in pretax earnings for the full-year 2007 compared with 2006.

Total revenues were $352.3 million for the year 2007, an increase of $94.3 million, or 37 percent, from the prior year.  Mirroring the fourth-quarter results, higher transaction fees driven by record trading volume accounted for 2007’s revenue growth.  Transaction fees for the year were up $84.7 million, or 45 percent, compared with full-year 2006.  The record trading volume reached in 2007 exceeded 2006’s volume by 40 percent.  The average daily volume of contracts

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traded for the year also increased 40 percent to 3.8 million contracts compared with 2.7 million in 2006.  Additionally, the transaction fee per contract increased to $0.287 for the year, up from $0.276 in 2006.

For the full-year 2007, CBOE’s operating margin increased to 39.7 percent, nearly 12 percentage points higher than the comparable prior year period, demonstrating the flexibility of our operating model and our ability to gain economies of scale.

Net income nearly doubled for the year, climbing to $83.2 million, an increase of $41.1 million, or 98 percent, compared with the full-year 2006.

Consolidated Balance Sheets

Working capital (current assets minus current liabilities) increased by $23.9 million to $174.0 million during the fourth quarter of 2007.  At year-end 2007, cash and investments were $185.7 million, up $29.4 million from September 30, 2007.  The growth in revenues net of cash expenses and capital expenditures drove these increases.

For the fourth quarter of 2007, capital expenditures were $6.0 million, the majority of which was related to systems hardware and capitalized software.  Capital expenditures for the full-year 2007 were $32.1 million, reflecting CBOE’s ongoing investment in systems upgrades.  Moving forward in 2008, CBOE expects to continue to make strategic investments in the growth of its business and functionality of its systems, spending at levels comparable with 2007.  Free cash flow, another measure of liquidity, defined as net cash provided by operating activities less capital expenditures, was $26.0 million in the fourth quarter of 2007.

Questions may be directed to Don Patton at 312-786-7026 or patton@cboe.com or Alan Dean at 312-786-7023 or dean@cboe.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

In connection with the proposed restructuring transaction, CBOE Holdings, Inc. (“CBOE Holdings”) has filed certain relevant materials with the United States Securities and Exchange Commission (SEC), including a registration statement on Form S-4. Members are encouraged to read the registration statement, including the proxy statement/prospectus that are a part of the registration statement, because it contains important information about the proposed transaction. Members are able to obtain a free copy of the proxy statement/prospectus, as well as the other filings containing information about CBOE Holdings and the Chicago Board Options Exchange, Incorporated (“CBOE”), without charge, at the SEC’s Web site, http://www.sec.gov, and the companies’ website, www.CBOE.com. In addition, CBOE members may obtain free copies of the proxy statement/prospectus and other documents filed by CBOE Holdings or the CBOE from CBOE Holdings by directing a request to the Office of the Secretary, CBOE Holdings, Inc., 400 South LaSalle Street, Chicago, Illinois 60605.

CBOE Holdings, the CBOE and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of CBOE Holdings and of the CBOE is available in the prospectus/proxy statement.

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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