Davis + Henderson and Resolve complete mailing of takeover bid materials



    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withdrawn, modified or extended.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:

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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