Business
Urbana Corporation Announces Results of Calculation for Proposed Purchase of NYSE Euronext Shares
/NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./ TSX: URB. URB.A, UR...
About this update from Urbana Corporation
[{"type":"text","content":"\n\n\n\n/NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE\n\n\nU.S./\n\n\nTSX: URB. URB.A, URB.WT, URB.WT.A\n\n\nTORONTO, Nov. 26 /CNW/ - On October 25, 2007, Urbana Corporation\n("Urbana") (TSX: URB, URB.A, URB.WT, URB.WT.A) announced that it had entered\ninto agreements to purchase up to 1,403,652 common shares of NYSE Euronext\n("NYX Shares") from certain vendor-funds, namely, Caldwell New York Limited\nPartnership, Caldwell New York LP II, Caldwell New York LP IV and Caldwell\nPalos New York LP (the "Caldwell LPs") (the "Proposed Transaction"). The\nconsideration for the Proposed Transaction will be a number of Non-Voting\nClass A Shares of Urbana ("Urbana Non-Voting Shares") issued from Urbana's\ntreasury. As previously announced, the total number of Urbana Non-Voting\nShares that Urbana will issue on closing is determined by an agreed upon\nformula based on a ratio of the volume weighted trading price ("VWAP") of the\nNYX Shares and the VWAP of the Urbana Non-Voting Shares for the 10 trading\ndays ending November 26, 2007. Certain NYX Shares are subject to trading\nrestrictions ("Restricted NYX Shares") which are scheduled to end in March\n2009. The VWAP of such Restricted NYX Shares will be discounted at a rate of\nCanadian prime plus 1%.\n\n\nUrbana is pleased to announce the results of the above calculations for\neach of the Caldwell LPs. Assuming that all of the conditions to closing of\nthe Proposed Transaction are met, including Urbana shareholder approval, and\nthat each Caldwell LP approves the Proposed Transaction, Urbana will purchase\napproximately 799,796 freely tradable NYX Shares and 591,385 Restricted NYX\nShares. As consideration for the purchases, Urbana will issue approximately\n16,026,490 freely tradable Urbana Non-Voting Shares and approximately\n10,460,158 Urbana Non-Voting Shares with trading restrictions ("Urbana\nRestricted Non-Voting Shares") which mirror the trading restrictions on the\nNYX Shares acquired by Urbana. The calculation results in the following\napproximate number of shares being issued to the Caldwell LPs:\n\n\nName of Caldwell LP Total Number of Total Number of\n Unrestricted Urbana Restricted Urbana\n Non-Voting Shares Non-Voting Shares\n to be Issued to be Issued\n\nCaldwell New Y...