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Davis + Henderson and Resolve complete mailing of takeover bid materials

^{Published on 2009-06-22 14:09:31, Last Modified on 2009-06-22 14:11:41 - Market Wire}
 

 TORONTO, June 22 /CNW/ - Davis + Henderson Income Fund (TSX: DHF.UN) ("Davis + Henderson") and Resolve Business Outsourcing Income Fund (TSX: RBO.UN) ("Resolve") today announced that they have mailed the takeover bid circular (the "Offer Circular") and the trustees' circular (the "Trustees' Circular") in connection with Davis + Henderson's offer (the "Offer") to acquire all of the outstanding units of Resolve (the "Resolve Units") on the basis of 0.285 Davis + Henderson units (the "D+H Units") for each Resolve Unit, subject to adjustment as set out in the Offer. The Offer will be open for acceptance until 12:00 p.m. (Toronto time) on July 27, 2009, unless withdrawn, modified or extended. The Trustees' Circular contains, among other things, the unanimous recommendation of the Board of Trustees of Resolve (the "Board") that the Offer is fair from a financial point of view to its unitholders and in the best interest of Resolve and its unitholders. Cormark Securities Inc., the financial advisor to the Board, provided an opinion to the Board that the consideration to be offered pursuant to the Offer is fair from a financial point of view to Resolve unitholders. The full terms and conditions of the Offer are described in the Offer Circular. Resolve unitholders are urged to carefully read the Offer Circular and the Trustees' Circular, which contain important information about the Offer. Resolve unitholders may obtain a copy of the Offer Circular or the Trustees' Circular at [ www.sedar.com ]. Reasons to Accept the Offer A Significant Premium The Offer represents a premium of approximately 39% over the closing price of Resolve Units on the Toronto Stock Exchange on June 2, 2009, the last trading day prior to the announcement of the Offer. The Offer also represents a premium of approximately 44% based on the respective volume weighted average trading prices of Resolve Units and D+H Units on the TSX for the 20 trading days ended June 2, 2009. Increased Distributions and Liquidity Resolve is currently not paying distributions to its unitholders. If the Offer is completed, based on the offer price of 0.285 of a D+H Unit for each Resolve Unit, unitholders of Resolve would receive monthly distributions of $0.0437 per Resolve Unit ($0.5243 annually) based on Davis + Henderson's current monthly distribution of $0.1533 per D+H Unit ($1.8396 annually). Resolve unitholders should also benefit from improved liquidity of the combined larger income trust, which would have a combined market capitalization of approximately $700 million (based on June 2, 2009 values of Resolve Units and D+H Units), approximately 8.0 times the market capitalization of Resolve on the last trading day prior to the announcement of the Offer. In addition, the dollar value of the average trading volume for the D+H Units over the six month period preceding June 2, 2009 exceeds the corresponding value for Resolve Units by approximately 14 times. Review of Strategic Alternatives On May 27, 2008, Resolve announced its process to evaluate strategic alternatives to enhance unitholder value. On November 4, 2008, Resolve announced that, while the Board continued to review strategic alternatives, it had decided that it was not in the best interest of Resolve unitholders to pursue a sale of the business in the market environment at that time. Having assessed such past strategic alternatives, and after considering and evaluating the benefits of the Offer, and considering the advice from its financial and legal advisors, the Board has concluded that the Offer is in the best interest of Resolve and its unitholders. Market-Leading Position within Targeted Markets Davis + Henderson and Resolve focus on complementary markets within the financial services area. If the Offer is completed, the combined businesses will have market-leading positions in several service areas. Davis + Henderson believes this will provide scale and capability to allow Davis + Henderson to better service customers, both with respect to existing services and in introducing new services. Davis + Henderson also believes that a combination of the two businesses will allow the product and process expertise within Resolve to be combined with the technology and operational expertise within Davis + Henderson, creating the opportunity to bring new products to market in an accelerated fashion. CONDITIONS OF THE OFFER The Offer is conditional upon, among other things, more than 66 2/3% of the Resolve Units (on a diluted basis) being validly deposited under the Offer and not withdrawn and Resolve closing the recently-announced transaction relating to the sale of its supply chain management business. In addition, the Offer is also subject to other customary conditions, including the absence of any material adverse change, the receipt of any relevant regulatory approvals and the absence of any adverse litigation, proceedings or legal prohibition in respect of the Offer. ABOUT DAVIS + HENDERSON Davis + Henderson uses its market-leading capabilities to meet the evolving needs of the financial services industry in Canada and abroad. Founded in 1875, the company today provides innovative programs to customers who offer chequing and credit card accounts, and a comprehensive array of technology-based solutions to support our customers' credit lifecycle management services. Davis + Henderson Income Fund is listed on the Toronto Stock Exchange under the symbol DHF.UN. Further information can be found in the disclosure documents filed by Davis + Henderson Income Fund with the securities regulatory authorities, available at [ www.sedar.com ]. ABOUT RESOLVE Resolve works with businesses as an outsourced resource taking on critical processes and managing them better, faster and more cost-effectively. Resolve has over 35 years' experience managing processes for clients in the financial services, retail, government, consumer goods and communications industries. Headquartered in Toronto, Canada, Resolve employs more than 4,700 people in 28 locations and is listed on the Toronto Stock Exchange as Resolve Business Outsourcing Income Fund, symbol RBO.UN. For more information, visit [ www.resolve.com ]. Concerning Forward-Looking Statements Certain statements in this press release may contain words such as "could", "expects", "may", "anticipates", "believes", "intends", "estimates", "targets", "envisions", "seeks" and other similar language and are considered forward-looking statements or information under applicable securities legislation. These statements are based on Davis + Henderson's and Resolve's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Davis + Henderson and Resolve operate. These statements are subject to important assumptions, risks and uncertainties, which are difficult to predict and the actual outcome may be materially different. Davis + Henderson has made various assumptions in the preparation of its financial outlook in this press release, including the following specific assumptions: the ability of Resolve and Davis + Henderson to meet their respective revenue and EBITDA targets; the accretion to Adjusted Income; the sale of Resolve's supply chain management business; the ability to achieve cost synergies; future distributions payable by D+H; the completion of the transaction in accordance with its terms; general industry and economic conditions; changes in Resolve's and Davis + Henderson's relationships with their customers and suppliers; pricing pressures and other competitive factors; and changes in regulatory requirements affecting the businesses of Resolve and Davis + Henderson. Davis + Henderson has also made certain macroeconomic and general industry assumptions in the preparation of the statements contained in this press release. The above assumptions, although considered reasonable by Davis + Henderson at the date of this press release, may prove to be inaccurate and consequently Davis + Henderson's actual results could differ materially from its expectations set out in this press release. Other Risk Factors are set out and described in the Annual Information Form and other public filings for Davis + Henderson Income Fund which is available at [ www.sedar.com ] or its web site at [ www.dhltd.com ]. Consequently, actual results and events may vary significantly from those included in, contemplated by or implied by such forward-looking statements. In evaluating forward-looking statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from such forward-looking statements. Forward-looking statements are given only as at the date of this press release and Davis + Henderson disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. (1)Adjusted Income Adjusted Income is a non-GAAP term defined as net income after removing the non-cash impacts of certain fair value and purchase accounting items and future tax recoveries or expenses. This term has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP. %SEDAR: 00017092E 

For further information: Bob Cronin, Chief Executive Officer, Davis + Henderson, Limited Partnership, (416) 696-7700, extension 5301, [ bob.cronin@dhltd.com ]; Catherine Martin, Chief Financial Officer, Davis + Henderson, Limited Partnership, (416) 696-7700, extension 5265, [ catherine.martin@dhltd.com ]; Bruce Simmonds, Chief Executive Officer, Resolve Business Outsourcing Income Fund, (905) 306-2003, [ bruce.simmonds@resolve.com ]; Gerry McDonald, Chief Financial Officer, Resolve Business Outsourcing Income Fund, (905) 306-2196, [ gerry.mcdonald@resolve.com ]