Parkbridge to Effect a Share Capital Reorganization



    CALGARY, Dec. 19 /CNW/ - Parkbridge Lifestyle Communities Inc.
("Parkbridge" or the "Corporation"), (TSX: PRK and PRK.A) announced that its
Board of Directors (the "Board") has unanimously determined that it would be
in the best interests of the Corporation and the holders of its Common Shares
and Non-Voting Shares to amend the Corporation's Articles to change each
outstanding Non-Voting Share into a Common Share on a one-for-one basis.
    In arriving at its conclusion, the Board conducted a thorough review and
analysis of the proposed share capital reorganization. The Board established a
special committee of its members (the "Special Committee") which was comprised
of three independent directors, being Mr. David Richards, who acted as chair
of the Special Committee, Mr. Walter Borthwick and Mr. Norbert Warnke.
    The Special Committee engaged Desjardins Securities Inc. ("Desjardins")
as financial advisor, to review and provide advice to the Special Committee
regarding the proposed capital reorganization. Based on a thorough review of
the proposed capital reorganization, and the advice of its financial advisor,
including receipt of an opinion from Desjardins that the proposed capital
reorganization is fair from a financial point of view to the Corporation and
to the Common Shareholders and the Non-Voting Shareholders of the Corporation,
the Special Committee unanimously concluded that the proposed capital
reorganization was in the best interests of the Corporation and the holders of
its Common Shares and Non-Voting Shares and recommended to the Board that the
capital reorganization be submitted to the shareholders of the Corporation for
approval.
    In reaching its determination and recommendation, the Special Committee
relied on a number of factors, including the following:

    
    -   there has historically been a strong trading relationship between the
        Common Shares and the Non-Voting Shares which provides support for
        the one-to-one conversion ratio;
    -   the proposed capital reorganization would result in a simpler equity
        structure for the Corporation;
    -   following the capital reorganization it is expected that the
        Corporation would have a reduced cost of capital, which together with
        the other aspects of the capital reorganization could be expected to
        ultimately enhance shareholder value;
    -   following the capital reorganization, it is expected there will be
        increased liquidity for the Corporation's Common Shares;
    -   the rights, privileges, restrictions and conditions attached to the
        Common Shares and Non-Voting Shares are identical in all respects,
        save and except for the right to vote at annual general and special
        meetings of shareholders of the Corporation;
    -   its belief that the effect of the Corporation's shareholder rights
        plan, which was intended to put both the Common Shares and the
        Non-Voting Shares on an equal footing in the event of a hostile
        takeover bid, has been to reduce any control premium which may be
        attached to the Common Shares;
    -   the capital reorganization will not result in a change of control of
        the Corporation and in fact will result in a wider distribution of
        the Common Shares among the Corporation's shareholder base; and
    -   the opinion of Desjardins that the proposed capital reorganization
        pursuant to which the Non-Voting Shares of the Corporation will be
        converted into Common Shares of the Corporation on a one-for-one
        basis is fair from a financial point of view to the Corporation and
        to the Common Shareholders and the Non-Voting Shareholders of the
        Corporation.
    

    The Board will recommend that Common Shareholders and Non-Voting
Shareholders, each voting separately as a class, vote in favour of a special
resolution to approve the capital reorganization at the upcoming annual and
special meeting of shareholders of the Corporation expected to be held on
February 21, 2008. In addition, as the share capital reorganization will
constitute a "business combination" for the purposes of Ontario Securities
Commission Rule 61-501 - Insider Bids, Business Combinations and Related Party
Transactions ("Rule 61-501") and as required by the Toronto Stock Exchange,
the special resolution will also require minority approval of the Non-Voting
Shareholders in accordance with Rule 61-501 and approval from the Common
Shareholders on a disinterested basis.

    The TSX has not in any way passed upon the merits of these transactions,
    has not approved or disapproved the contents of this news release, nor
    does it accept any responsibility for the adequacy of this release.

    This news release contains forward-looking statements concerning the
Corporation's business and operations. The Corporation cautions that, by their
nature, forward-looking statements involve risk and uncertainty and the
Corporation's results could differ materially from those expressed or implied
in such statements. Reference should be made to the most recent Management's
Discussion and Analysis for the fiscal year ended September 30, 2007, the
Corporation's consolidated financial statements as at and for the year ended
September 30, 2007 and the Annual Information Form dated December 5, 2007. All
reports may be viewed on our website www.parkbridge.ca or on the SEDAR website
www.sedar.com.





For further information:

For further information: Mr. Iain Stewart, President, Western Operations
and Co-CEO, Telephone: (403) 215-2109, Email: istewart@telusplanet.net; Mr.
Glenn McCowan, Chief Financial Officer, Telephone: (403) 215-2175, Email:
gmccowan@telus.net; Parkbridge Lifestyle Communities Inc., Telephone: (403)
215-2100, Facsimile: (403) 215-2115, 700, 505 - 3rd Street SW, Calgary AB, T2P
3E6

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PARKBRIDGE LIFESTYLE COMMUNITIES INC.

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