Urbana Corporation Announces Results of Caldwell LP Meetings to Approve Sale of NYSE Euronext Shares to Urbana



    /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.




For further information:

For further information: Elizabeth Naumovski, Investor Relations at
(416) 595-9106

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