/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. 28 /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 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"). As noted in Urbana's October 25, 2007 press release, the Proposed Transaction is subject to a number of conditions. Urbana is pleased to announce today that an important condition has been met. Meetings of limited partners of each of the Caldwell LPs were held today and the approval of three of the four limited partnerships, namely, Caldwell New York Limited Partnership, Caldwell New York LP II and Caldwell New York LP IV ("Participating Caldwell LPs"), was obtained for the Proposed Transaction.
Urbana is scheduled to hold a Special Meeting tomorrow, November 29th, at which its own shareholders will vote on the Proposed Transaction. Assuming that the necessary Urbana shareholder approval is obtained for the Proposed Transaction and the other conditions to closing are met, Urbana will acquire approximately 1,244,600 NYSE Euronext common shares, approximately 799,796 of which will be freely tradable and approximately 444,804 of which will be subject to transfer restrictions until the earlier of March 7, 2009 or such time as NYSE Euronext removes the trading restrictions. As consideration for the 1,244,600 NYSE Euronext common shares and any treasury bills owned by the Caldwell LPs, Urbana will issue approximately 23,802,340 Non-Voting Class A Shares to the Participating Caldwell LPs, approximately 15,934,740 of which will be freely tradable and approximately 7,867,600 of which will have transfer restrictions ("Restricted Urbana Non-Voting Class A Shares") mirroring those of the restricted NYSE Euronext common shares.
Limited partners will receive the following on dissolution of the Participating Caldwell LPs for each of their LP units (approximations):
Unrestricted Urbana Restricted Urbana
Non-Voting Class A Non-Voting Class A
Shares per Unit Shares per Unit
Caldwell New York Limited
Partnership 3.6189 2.6054
Caldwell New York LP II 2.6052 1.5948
Caldwell New York LP IV 2.6310 1.2793
Following the closing which is expected on November 30, 2007, if all conditions to closing are met, each of the Caldwell LPs will be dissolved (expected to occur on December 3, 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.