Viceroy homes and Open Investments announce revised Plan of Arrangement



    TSX: VHL.A

    PORT HOPE, ON, Dec. 18 /CNW/ - Viceroy Homes Limited ("Viceroy")
announced today the entering into of an arrangement agreement between Viceroy
and Growth Technologies (Russia) Limited, a wholly-owned subsidiary of Joint
Stock Company "Open Investments" ("OPIN").
    Pursuant to the proposed Plan of Arrangement, which is subject to
shareholder approval and other required approvals, all Class A Subordinate
Voting Shares ("SVS shares") of Viceroy will be acquired by OPIN in an all
cash transaction in exchange for $5.00 per SVS share, representing a premium
of approximately 39.8% over the 20-day volume weighted average trading price
on the Toronto Stock Exchange and an approximate 42.5% premium over the
closing price of the SVS shares on December 17, 2007. The $5.00 per SVS share
purchase price also represents a premium of approximately 61.3% over the
closing price of the SVS shares on August 27, 2007, the last trading day prior
to Viceroy's press release announcing the proposed arrangement.
    This proposed Plan of Arrangement replaces the previously announced
proposal by OPIN to acquire the SVS shares for $4.25 per share. OPIN has
entered into a new voting agreement with Viceroy Construction (1984) Limited,
Gaylord G. Lindal, Christopher H. Lindal and Fred Haas (collectively, the "MVS
Shareholders"), the holders of the outstanding Class B multiple voting shares
of Viceroy, whereby the MVS Shareholders would continue as shareholders of
Viceroy after the transaction is completed. Among other things, the voting
agreement provides that, subject to certain conditions including the execution
of a shareholders' agreement after the approval of the plan of arrangement,
the MVS Shareholders will vote their multiple voting shares in favour of the
transaction.
    Gaylord Lindal, Chairman and President of Viceroy commented: "We look
forward to moving ahead with OPIN on this transaction, which we regard as
being in the best interest of Viceroy and our shareholders. The arrangement
with OPIN gives our shareholders the opportunity to obtain a significant
premium to market on their holdings."
    OPIN has informed Viceroy that Howson Tattersall Investment Counsel
Limited and Bissett Investment Management, an operating division of Franklin
Templeton Investments Corp., who collectively own 1,772,770 SVS shares
(representing 26.58% of the issued and outstanding SVS shares) have also
signed agreements with OPIN pursuant to which they have confirmed that they
will vote in favour of the transaction in the absence of a financially
superior offer.
    As previously announced, the Board of Directors of Viceroy formed a
special committee of independent directors to review the proposal by OPIN. The
special committee's independent financial adviser, Blair Franklin Capital
Partners Inc., has prepared a formal valuation of the SVS shares and provided
an opinion to the Board that, subject to typical conditions and limitations,
the consideration offered under this proposal is fair from a financial point
of view to the SVS shareholders. The Board of Directors (with Gaylord G.
Lindal and Christopher H. Lindal abstaining), based on a recommendation
received from the special committee, intend to recommend to the SVS
shareholders that they vote in favour of the transaction.
    The transaction is to be carried out by way of a statutory plan of
arrangement. Subject to applicable court and regulatory approvals, Viceroy
anticipates mailing a proxy circular relating to the transaction before the
end of January to shareholders of record for a meeting to be held in mid to
late February, 2008. Closing of the transaction will occur shortly after the
Meeting provided that requisite shareholder approval and all required court
and regulatory approvals have been obtained. The transaction will be subject
to the approval of (i) two-thirds of the votes cast by all shareholders voting
together as a single class, present in person or represented by proxy at the
meeting; (ii) two-thirds of the votes cast by the holders of SVS shares,
voting separately as a class, present in person or represented by proxy at the
Meeting; and (iii) "minority approval" of the holders of SVS shares (meaning
majority approval by disinterested SVS shareholders), voting separately as a
class, present in person or represented by proxy at the Meeting.

    This news release may contain forward-looking statements regarding
Viceroy Homes' expectations and beliefs with respect to future events and/or
financial performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
events or results to differ materially from those expressed or implied in such
forward-looking statements. The reader is referred to the documents that
Viceroy Homes files from time to time with applicable Canadian securities and
regulatory authorities for a discussion on certain risks and uncertainties
that could cause actual results to differ from those projected, anticipated or
implied. Viceroy Homes does not undertake to update forward-looking
statements.





For further information:

For further information: William R. Simpson, Vice-President, Finance and
Secretary-Treasurer, (905) 885-8600 - Ext. 220, www.viceroy.com

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VICEROY HOMES LIMITED

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