Toronto, Ontario –October 25, 2007 – Urbana Corporation (“Urbana”) (TSX: URB, URB.A, URB.WT, URB.WT.A) is pleased to announce that it has entered into agreements to purchase up to an additional 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”).
In connection with the Proposed Transaction, Urbana will acquire NYSE Euronext common shares (“NYX Shares”) in exchange for Non-Voting Class A Shares of Urbana (“Urbana Non-Voting Shares”) issued from Urbana’s treasury. The total number of Urbana Non-Voting Shares that Urbana issues will be equal to the number of NYX Shares tendered multiplied by the 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 prior to November 26, 2007.
Up to 591,385 of the NYX Shares are subject to resale restrictions until March 2009 as prescribed by NYSE Euronext. In the case of such shares, the above ratio will be used after first discounting the NYX Share VWAP at the rate of prime plus 1%. The Urbana Non-Voting Shares issued in exchange for such restricted NYX Shares will be subject to similar restrictions on transfer. Urbana will also acquire up to approximately $2 million principal amount of Canadian treasury bills in consideration for a further number of Urbana Non-Voting Shares equal to the total market value of amount of Treasury bills acquired divided by the 10-day VWAP of Urbana Non-Voting Shares. At the closing of the Proposed Transaction, the Urbana Non-Voting Shares will be distributed to the Caldwell LPs and thereafter to their limited partners on dissolution of the Caldwell LPs.
“This acquisition will significantly increase Urbana’s asset base, allowing for greater economies of scale and a broader leverageable asset base to assist us in our continuing effort to make further opportunistic stock exchange interest purchases” said Michael Gundy, Chair of the Special Committee of Urbana directors established to consider the Proposed Transaction. “The proposed acquisition is to be completed on a basis that will be accretive to Urbana,” continued Mr. Gundy.
The Proposed Transaction is a “related party transaction” under Rule 61-501 of the Ontario Securities Commission and Policy Q-27 of the Autorité des marchés financier as the vendor-funds are limited partnerships whose assets are managed by Caldwell Investment Management Ltd. (“CIM”), which also acts as investment manager for Urbana. The Proposed Transaction will not be implemented at the discretion of CIM as manager of Urbana and the vendor-funds but will only proceed with the approval of the Urbana shareholders and limited partners of vendor-funds.
The Proposed Transaction is subject to a number of other conditions, including (among other things) approval of the Proposed Transaction on a “majority of the minority” basis by the holders of Urbana’s Non-Voting Shares and Common Shares each voting separately as a class. Urbana intends to hold a special meeting (the “Special Meeting”) of its shareholders on or about November 29, 2007 to consider the Proposed Transaction. As a non-redeemable investment fund that calculates and publicly disseminates the net asset value of its securities at least once each quarter, Urbana need not obtain the formal valuation that might otherwise be required pursuant to applicable Canadian securities laws in connection with the Proposed Transaction. The net asset value of Urbana’s securities as at October 24, 2007 was $2.7874 per share.
Blackmont Capital Inc. (“Blackmont”) was engaged as financial advisor to the Urbana Special Committee and has provided its opinion that, as of and if the Proposed Transaction were completed as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by Urbana pursuant to the Proposed Transaction is fair, from a financial point of view, to Urbana, including its minority shareholders. The Blackmont fairness opinion is not intended as a recommendation to Urbana shareholders as to how to vote in relation to any aspect of the Proposed Transaction. A copy of the Blackmont fairness opinion will be included in the circular to be mailed shortly by Urbana in connection with the Special Meeting.
On the assumption that the Proposed Transaction is approved by Urbana shareholders and the limited partners of each of the vendor-funds, were the Proposed Transaction to be completed effective October 24, 2007, a total of 28,981,445 Urbana Non-Voting Shares would be issued in connection with the Proposed Transaction. There can be no assurance however that any, or all of the vendor-funds will approve the Proposed Transaction; however, Urbana intends to acquire any and all of the NYX Shares held by each of the vendor-funds that do approve their participation in the Proposed Transaction.
If the necessary approvals are received, closing is expected to occur shortly after Urbana’s Special Meeting on November 30, 2007.
Please contact Elizabeth Naumovski, Investor Relations at 416-595-9106 for further information.
Conference Call
Urbana will hold an investor call at 11:00 a.m. (Eastern time) tomorrow, October 26, 2007, to discuss the Proposed Transaction. The call may be accessed by dialling 416-883-0139 within the Toronto area, or 1-888-458-1598 outside of Toronto, and entering the passcode 84242#. A playback of the call can be accessed from October 26, 2007 to November 9, 2007 by dialling 1-877-653-0545 and entering the passcode 515009#.
