Urbana Corporation Announces Results of Calculation for Proposed Purchase of NYSE Euronext Shares
Toronto, Ontario – November 26, 2007 – 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 Unrestricted Urbana Non-Voting Shares to be Issued||Total Number of Restricted Urbana Non-Voting Shares 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.
Please contact Elizabeth Naumovski, Investor Relations at 416-595-9106 for further information.