/NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE
U.S./
TSX: URB. URB.A, URB.WT, URB.WT.A
TORONTO, Nov. 26 /CNW/ - On October 25, 2007, Urbana Corporation ("Urbana") (TSX: URB, URB.A, URB.WT, URB.WT.A) announced that it had entered into agreements to purchase up to 1,403,652 common shares of NYSE Euronext ("NYX Shares") from certain vendor-funds, namely, Caldwell New York Limited Partnership, Caldwell New York LP II, Caldwell New York LP IV and Caldwell Palos New York LP (the "Caldwell LPs") (the "Proposed Transaction"). The consideration for the Proposed Transaction will be a number of Non-Voting Class A Shares of Urbana ("Urbana Non-Voting Shares") issued from Urbana's treasury. As previously announced, the total number of Urbana Non-Voting Shares that Urbana will issue on closing is determined by an agreed upon formula based on a ratio of the volume weighted trading price ("VWAP") of the NYX Shares and the VWAP of the Urbana Non-Voting Shares for the 10 trading days ending November 26, 2007. Certain NYX Shares are subject to trading restrictions ("Restricted NYX Shares") which are scheduled to end in March 2009. The VWAP of such Restricted NYX Shares will be discounted at a rate of Canadian prime plus 1%.
Urbana is pleased to announce the results of the above calculations for each of the Caldwell LPs. Assuming that all of the conditions to closing of the Proposed Transaction are met, including Urbana shareholder approval, and that each Caldwell LP approves the Proposed Transaction, Urbana will purchase approximately 799,796 freely tradable NYX Shares and 591,385 Restricted NYX Shares. As consideration for the purchases, Urbana will issue approximately 16,026,490 freely tradable Urbana Non-Voting Shares and approximately 10,460,158 Urbana Non-Voting Shares with trading restrictions ("Urbana Restricted Non-Voting Shares") which mirror the trading restrictions on the NYX Shares acquired by Urbana. The calculation results in the following approximate number of shares being issued to the Caldwell LPs:
Name of Caldwell LP Total Number of Total Number of
Unrestricted Urbana Restricted Urbana
Non-Voting Shares Non-Voting Shares
to be Issued to be Issued
Caldwell New York
Limited Partnership 5,512,058 3,968,310
Caldwell New York LP II 7,341,862 4,494,356
Caldwell New York LP IV 3,080,820 1,498,119
Caldwell Palos New York LP 91,750 499,373
Closing conditions, including Caldwell LP approval and Urbana shareholder approval remain. If all conditions of closing are met, the Proposed Transaction is expected to close on November 30, 2007.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Urbana to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There is no assurance that the Proposed Transaction will close or that if it does, it will be accretive to Urbana on closing or a profitable investment for Urbana over the short or long-term. Unless required by applicable securities law, Urbana does not assume any obligation to update these forward-looking statements.