Davis + Henderson agrees to acquire all of the units of Resolve in exchange for D+H units



    TORONTO, June 3 /CNW/ - 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)

    Conference Call

    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.

    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: 00017092EF




For further information:

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


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