Joint announcement by Sleep Country Canada Income Fund, Birch Hill Equity Partners Management Inc. and Westerkirk Capital Inc. - Birch Hill Equity Partners Management Inc. and Westerkirk Capital Inc. offer for Sleep Country Canada Income Fund successful



    TORONTO, Sept. 24 /CNW/ - Birch Hill Equity Partners Management Inc.
("Birch Hill"), Westerkirk Capital Inc. ("Westerkirk") and Sleep Country
Canada Income Fund (TSX: Z.UN) (the "Fund") jointly announced today that
7019416 Canada Inc. (the "Offeror"), a company established by Birch Hill and
Westerkirk, has taken up and accepted for payment 9,550,683 units (the
"Units") of the Fund pursuant to the Offeror's previously announced offer to
purchase all of the Units for $22.00 cash per Unit (the "Offer"). The Units
acquired by the Offeror represent all of the Units deposited under the Offer
and approximately 70.2% of the issued and outstanding Units.
    The Offeror will hold approximately 80% of the Units, immediately
following the acquisition by the Offeror of the Units deposited under the
Offer and will amend the Fund's Declaration of Trust, as described in the
take-over bid circular mailed to unitholders in connection with the Offer, to
permit the Offeror to purchase the Units held by non-tendering unitholders
immediately on giving the requisite notice to such registered non-tendering
unitholders. The Offeror intends to deliver such notice to registered
unitholders on September 24, 2008 and to acquire the remaining Units not
deposited under the Offer (other than certain Units held directly and
indirectly by Stephen Gunn and Christine Magee). Upon delivery of the
requisite notice, Units held by non-tendering unitholders will be deemed to
have been immediately transferred to the Offeror and such non-tendering
unitholders to have ceased to have any rights as unitholders other than the
right to be paid the same consideration ($22.00 in cash per Unit) that the
Offeror would have paid to the non-tendering unitholders had they tendered
their Units to the Offer. The Offeror intends to deliver payment of the $22.00
per Unit consideration to the Depositary on September 24, 2008 to be forwarded
by the Depositary to all unitholders.
    As a result of the above transactions, the Fund will be wholly-owned by
the Offeror, Stephen Gunn and Christine Magee. Accordingly, the Offeror will
be making application to have the Units delisted from the Toronto Stock
Exchange and will be taking steps to give notice and obtain appropriate orders
to permit it to cease being a reporting issuer under Canadian securities
legislation.
    The Fund also announced that in connection with the completion of the
Offer, David Bloom, Scott Anderson, Andrew Moor and Jay Swartz have resigned
as trustees of the Fund, effective today.

    About Sleep Country Canada Income Fund
    --------------------------------------
    Sleep Country Canada Income Fund is the largest retailer of mattresses in
Canada with 134 corporate owned stores under the Sleep Country Canada banner
and 29 stores in Quebec under the Dormez-vous Sleep Centres Inc. banner. The
Fund also owns Sleep America LLC, the largest mattress retailer in Arizona
with 45 stores. Sleep Country Canada Income Fund is an open-ended limited
purpose trust that owns 100% of the voting securities of Sleep Country Canada
Inc.

    About Birch Hill Equity Partners
    --------------------------------
    With $1.7 billion in capital under management and 20 partner companies,
Birch Hill Equity Partners is the leader in long-term value creation in the
Canadian mid-market private equity business. Birch Hill Fund III closed in
August 2005 with over $850 million of committed capital from leading Canadian,
U.S., and European investors. The 21 member team at Birch Hill Equity Partners
has many years of experience working together as active partners with top
management teams in building long term value. Since 1994 the team has invested
$1.3 billion of capital in 42 transactions.

    About Westerkirk Capital
    ------------------------
    Westerkirk Capital is a private investment firm based in Toronto,
Ontario. Westerkirk Capital's investment objective is to build and own strong
businesses over the long-term. Westerkirk Capital is a patient investor and
has established a reputation in Canada as a strong business partner. It owns a
portfolio of businesses built and acquired over the past 20 years and includes
substantial holdings in the hospitality, aviation, manufacturing and real
estate sectors.

    Cautionary Statement Regarding Forward-Looking Statements
    ---------------------------------------------------------
    This press release contains forward-looking statements. The statements
that are not historical facts contained in this press release are
forward-looking statements that involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Fund to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the forward-looking
statements contained in this press release. Such forward-looking statements
are based on a number of assumptions which may prove to be incorrect,
including, but not limited to: the de-listing of the Units from the TSX. While
the Fund anticipates that subsequent events and developments may cause the
Fund's views to change, the Fund specifically disclaims any obligation to
update these forward-looking statements, except as required by applicable law.
These forward-looking statements should not be relied upon as representing the
Fund's views as of any date subsequent to the date of this press release.
Although the Fund has attempted to identify important factors that could cause
actual actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended. There can
be no assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. The factors identified above are not
intended to represent a complete list of the factors that could affect the
Fund. Further information can be found in the disclosure documents filed by
Sleep Country Canada Income Fund with the securities regulatory authorities,
available at www.sedar.com.





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