OREANDA-NEWS. December 20, 2007. Joint Stock Company "Open Investments" together with its wholly-owned subsidiary Growth Technologies (Russia) Limited and Viceroy Homes Limited announced the entering into an arrangement agreement between Viceroy and Growth Technologies (Russia) Limited. 

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 a premium of  approximately 42.5% over the closing price of the SVS shares on 17 December 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 27 August 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.

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 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.

Sergey Bachin, General Director of JSC "OPIN", commented:

"Successful completion of this transaction with Viceroy will give us access to highly efficient and "fast" wood-frame technologies for residential construction, which will be used for the development of a significant portion of our land bank. Cooperation with Viceroy will also allow us to pioneer the brand new quality housing product on the Russian market targeting fast growing middle class segment."
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."