OFI Income Fund completes sale of the business to CertainTeed Insulation Canada, Inc.


    OTTAWA, Jan. 5 /CNW Telbec/ - OFI Income Fund (the "Fund") (TSX: OFB.UN),
announced on January 02, 2009 the completion of the previously announced sale
of all the operating assets of the Fund to CertainTeed Insulation Canada, Inc.
("CertainTeed") for a consideration of approximately $42,402,000 plus the
assumption of the Fund's adjusted debt. Under the acquisition agreement dated
October 20, 2008, CertainTeed agreed to acquire all of the issued and
outstanding shares of OFI GP Inc., the general partner of OFI LP, and all of
the issued and outstanding limited partnership units of OFI LP (the
    The final redemption price is subject to a number of adjustments,
including the amount of net debt outstanding at closing, and certain other
adjustments. To the extent these adjustments are different from the Fund's
estimates, the actual amount paid to the unitholders could be different.
Pursuant to the terms of such acquisition agreement, Certainteed deposited an
amount of $1,000,000 in escrow to give effect to any such closing adjustments
to the Fund's adjusted debt. Based on the Fund's current debt and working
capital balances, and estimates of other adjustments at closing, the Fund's
unitholders would receive approximately $3.14 per Fund unit through the
redemption of all outstanding Fund units and holders of Class B subordinated
exchangeable limited partnership unit would be entitled to receive
approximately $0.17 per Class B subordinated exchangeable limited partnership
    It is the intention of the Fund to effect the redemption of all of its
issued and outstanding units on or before January 30, 2009. Since the units
trade in the book-entry system, unitholders need not take any action with
respect to the final redemption. Beneficial holders of units will be paid by
their broker or other intermediary in the normal course as a result of the
payment of the redemption price to CDS Clearing and Depository Services Inc.
on their behalf.
    As a result of the completion of the Transaction and the redemption of
all the issued and outstanding units of the Fund, the units of the Fund will
no longer be traded on the Toronto Stock Exchange and will be delisted shortly
thereafter, following which the Fund will cease to be a reporting issuer.

    Forward-Looking Statements

    Certain statements contained in this discussion constitute
forward-looking information within the meaning of securities laws.
Forward-looking information may relate to the Fund's future outlook and
anticipated events, the Fund's business, its operations, its financial
performance, its financial condition or its results and, in some cases, can be
identified by terminology such as "may", "will", "should", "expect", "plan",
"anticipate", "believe", "intend", "estimate", "predict", "potential",
"continue" or other similar expressions concerning matters that are not
historical facts. Particularly, statements regarding the Fund's future
operating results and economic performance, the Fund's objectives and
strategies to achieve those objectives, and the results of the Fund's
strategic review process are forward-looking statements. Examples of such
statements include (i) the Fund's anticipated adjusted debt at closing, cash,
working capital, environmental remediation costs, transaction costs and
anticipated per unit redemption price, (ii) the various benefits to the Fund,
its unitholders, and employees associated with the completion of the sale
transaction, and (iii) the ability or desire of the parties to the transaction
agreements to fulfill their obligations thereunder. 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. These statements are based on certain factors and assumptions
including, but not limited to: the approval by the unitholders of the Fund,
projected expenses and costs, debt and working capital levels, the projected
benefits to be derived from the transaction, expected growth, results of
operations, performance and business prospects and opportunities. While
management considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Forward
looking-information is also subject to certain factors, including risks and
uncertainties that could cause actual results to differ materially from what
management currently expects. These factors include the Fund's ability to
continue as a going concern, changes in market and competition, governmental
or regulatory developments, general economic conditions, credit availability,
compliance with the terms and conditions of the forbearance agreement, the
strength of the construction industry in North America, the fluctuations in
foreign currency, the development of new products and services, the
enhancement of existing products and services, the introduction of competing
products, many of which are beyond the Fund's control. Therefore, future
events and results may vary significantly from what management currently
foresees. For more exhaustive information on these risks and uncertainties you
should refer to the section entitled "Risks and Uncertainties" in the current
MD&A as well as the Annual Information Form for the year ended December 31,
2007, dated March 19, 2008. Forward-looking information contained in this
discussion is based on management's current estimates, expectations, and
projections, which management believes are reasonable as of the current date.
You should not place undue importance on forward-looking information and
should not rely upon this information as of any other date. While the Fund may
elect to, it is under no obligation (and expressly disclaims any such
obligation) and does not undertake to update or alter this information at any
particular time except as required under applicable securities legislation.

For further information:

For further information: Joseph Skarzenski, Chief Executive Officer of
OFI Income Fund, (613) 247-7116, Fax: (613) 736-7281,

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