Davis + Henderson agrees to acquire all of the units of Resolve in exchange for D+H units
TORONTO, Jun 3, 2009 (Canada NewsWire via COMTEX) — Davis + Henderson Income Fund (TSX: DHF.UN) (“Davis + Henderson” or “D+H”) and Resolve Business Outsourcing Income Fund (TSX:RBO.UN) (“Resolve”) today announced that they have entered into a support agreement under which Davis + Henderson will acquire, subject to certain conditions, all of the outstanding units of Resolve.
Highlights of the Transaction
For each unit of Resolve, Davis + Henderson will offer 0.285 units of Davis + Henderson (the “Offer”). The Offer will be made by way of a take-over bid by a new acquisition company established by D+H. The transaction, which will combine two leading providers to the financial services industry, is expected to be completed on or before July 31, 2009. Resolve owners who tender their units to the Offer will be entitled to distributions payable by D+H, subject to completion of the transactions contemplated by the Offer. Davis + Henderson currently pays monthly distributions equal to $1.84 per unit, annualized.
Based on the preceding 20-day volume-weighted average price of Davis + Henderson’s units on the TSX, the value of the Offer is $3.80 per unit of Resolve, which represents a premium of approximately 44% over the preceding 20-day volume-weighted average price of Resolve’s units and a 39% premium based upon the closing prices of both units on the TSX on the trading day immediately prior to the announcement of the Offer.
The Board of Trustees of Resolve (the “Board”) has unanimously determined that the Offer is fair from a financial point of view to its unitholders and is in the best interest of Resolve and its unitholders. The Board has made its recommendations with the benefit of input from its legal and financial advisors. Cormark Securities Inc., the financial advisor to the Board, has 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 unitholders of Resolve.
Additionally, Mr. Robert L. Conconi, a member of the Board and, indirectly through various holdings, Resolve’s largest unitholder, will tender his units to the Offer pursuant to a lock-up agreement with D+H. Under the lock-up agreement, all of the units (including those issuable upon exercise or exchange of other securities) beneficially owned or controlled by him, representing, on a diluted basis, 6,469,460 units (or 19.85%) of Resolve will be tendered to the Offer, unless the support agreement is terminated in accordance with its terms. Davis + Henderson does not currently beneficially own any units or other securities of Resolve.
A Compelling Combination
“Our intention to acquire Resolve is consistent with our strategy to be a leading service provider to the financial services industry and will offer many important benefits to our combined company, its customers and unitholders,” said Bob Cronin, CEO of Davis + Henderson. “The combination of our businesses will provide leading market positions within several targeted markets, strategically diversifies our services, revenues and cash flow and, with the benefit of synergies, is expected to provide modest accretion to Adjusted Income(1) in 2010 and further accretion thereafter. On a combined basis, we will have strengthened our service offerings and our capabilities which, in turn, will allow us to provide more valuable programs to our customers and further enhance our long-term potential.”
“Based on a thorough assessment of the economics of this proposal for our unitholders and the benefits that will accrue to our customers and our business from this combination, our Board has voted unanimously to accept the Davis + Henderson offer,” said Robert Wright, Chairman of the Board. “Resolve has built a solid financial services and government client base over the past 35 years, and we’re very pleased to be joining a company with a 130-year track record to create additional value in our markets.”
Details of the Offer
Within the next 21 days, a take-over bid circular containing the terms of the Offer will be mailed to Resolve unitholders, together with Resolve’s Trustees’ circular unanimously recommending acceptance of the Offer. Once mailed, these documents will also be available on SEDAR at www.sedar.com. The Offer will be open for acceptance for 35 days (subject to any extension) and will be conditional upon, among other things, more than 66 2/3% of the units of Resolve (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 will also be 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.
The support agreement entered into between Resolve and D+H provides for, among other things, a non-solicitation covenant on the part of Resolve, subject to customary “fiduciary out” provisions which entitle Resolve to consider and accept a superior proposal, subject to the right of D+H to match the superior proposal and the payment to D+H of a break fee in an amount that is typical for transactions of this nature, in certain circumstances. Pending completion of the Offer, Resolve shall continue to operate its business in the ordinary course consistent with past practice. The support agreement and lock-up agreement will be available on SEDAR at www.sedar.com.
Unitholders of Resolve should consult their own investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor with respect to the transaction, details of which will be contained in the take-over bid circular.
(1) Non-GAAP term (see below)
Davis + Henderson will discuss the proposed acquisition via conference call at 10:30 a.m. EST (Toronto time) today. The number to use for this call is 416-644-3415 for Toronto area callers or 1-800-733-7560 for all other callers. The conference call will be hosted by Bob Cronin, Chief Executive Officer, Catherine Martin, Chief Financial Officer and Gerrard Schmid, President and CEO, Filogix. The conference call will also be available on the web by accessing CNW Group’s website www.newswire.ca/webcast/. For anyone unable to listen to the scheduled call, the rebroadcast number is: 416-640-1917 for Toronto area callers, or 1-877-289-8525 for all other callers, with reservation number 21307920 followed by the number sign. The rebroadcast will be available until Wednesday, June 17 2009. An archive recording of the conference call will also be available at the above noted web address for one month following the call.
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.
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. >>
SOURCE: Davis + Henderson Income Fund
SOURCE: RESOLVE BUSINESS OUTSOURCING INCOME FUND
Bob Cronin, Chief Executive Officer, Davis + Henderson, Limited Partnership, (416) 696-7700, extension 5301, email@example.com; Catherine Martin, Chief Financial Officer, Davis + Henderson, Limited Partnership, (416) 696-7700, extension 5265, firstname.lastname@example.org; Bruce Simmonds, Chief Executive Officer, Resolve Business Outsourcing Income Fund, (905) 306-2003, email@example.com; Gerry McDonald, Chief Financial Officer, Resolve Business Outsourcing Income Fund, (905) 306-2196, firstname.lastname@example.org