UE Waterheater Income Fund Announces Supported Take-Over Offer for VOXCOM Income Fund


    TORONTO, April 16 /CNW/ - UE Waterheater Income Fund ("UE Waterheater" or
the "Fund") (TSX: UWH.UN) announced today that it has entered into a
definitive support agreement with VOXCOM Income Fund ("VOXCOM") (TSX: VOX.UN)
pursuant to which the Fund will offer to acquire (the "Offer") all of the
issued and outstanding units ("Units") of VOXCOM, one of Canada's leading
security monitoring companies, for cash consideration of $13.25 per Unit. The
consideration under the Offer represents a premium of approximately 29% over
the closing price of the Units and a premium of approximately 38% to the
30-day volume weighted average price of the Units on the Toronto Stock
Exchange as of April 13, 2007, representing an equity value of approximately
$108.5 million.
    The cash consideration under the Offer will be financed with cash
balances on hand at the time of closing and through a committed bank credit
facility provided by CIBC.
    Founded in 1989, VOXCOM is a leading national provider of security
monitoring services in Canada. VOXCOM has monitoring and service contracts
with over 122,000 residential and commercial customers, with its account base
concentrated in Alberta, British Columbia and Ontario.
    The transaction will enhance the Fund's security monitoring business
which, on a combined basis with VOXCOM, will have over 300,000 customers,
$100 million in revenue and $40 million in EBITDA for the year ended December
31, 2006. Furthermore, the transaction adds geographic balance by adding a
significant presence in Western Canada, Ontario and Atlantic Canada to
complement the Fund's security monitoring base in Quebec.
    "This is an important acquisition for the Fund that will bring value to
our unitholders," indicated Roger Rossi, President and CEO of the Fund. "The
acquisition of VOXCOM allows us to achieve a national platform for our
security monitoring segment with a material presence in virtually all major
markets across Canada," added Rossi. "In addition, the acquisition is expected
to be immediately accretive to UE Waterheater's distributable cash."
    Upon the recommendation of a special committee of the independent
trustees of VOXCOM, the non-conflicted trustees of the VOXCOM Board of
Trustees unanimously agreed to enter into the Support Agreement and
unanimously recommend that Unitholders accept the Offer. GMP Securities L.P.
has acted as exclusive financial advisor to VOXCOM and the special committee
and has provided them with a fairness opinion that the consideration to be
received by Unitholders pursuant to the Offer is fair from a financial point
of view. In addition, the Support Agreement includes a non-solicitation
covenant on the part of VOXCOM, a right in favour of UE Waterheater to match
any competing offers, and a non-completion fee in the amount of $3.5 million
payable by VOXCOM under certain circumstances.
    Clairvest Group Inc., VOXCOM's largest unitholder owning a total of
1,645,015 Units, representing approximately 20.1% of the outstanding Units of
VOXCOM has agreed to tender all of their Units to the Offer.
    The Offer will be conditional upon acceptance by holders of not less than
66 2/3% of VOXCOM's Units as well as receipt of all necessary regulatory
approvals and other customary conditions. A take-over-bid circular containing
the terms of the Offer will be mailed to Unitholders, together with a VOXCOM
Board of Trustees' circular and other related documents, no later than May 4,
2007. The Offer, unless extended, will expire 35 days from its commencement.
    CIBC World Markets Inc. acted as the exclusive financial advisor to UE
Waterheater in connection with the Offer and Borden Ladner Gervais LLP is
acting as legal counsel to UE Waterheater.

    About UE Waterheater Income Fund

    UE Waterheater Income Fund is an unincorporated, open-ended, limited
purpose trust established under the laws of Ontario, that indirectly holds,
through the UE Waterheater Operating Trust, the water heater rental business
of Union Energy Limited Partnership (Union Energy LP) and its related
commercial activities as well as the security monitoring business. Each Unit
of the Fund represents an indirect ownership interest in Union Energy LP,
which operates the Union Energy business.
    Union Energy LP's main business is the rental and service of a portfolio
of more than one million residential water heaters in Ontario, under the Union
Energy and Reliance Home Comfort brand names. Union Energy LP owns and
services Canada's second largest portfolio of rental water heaters in a
program that was initiated in the 1960s. In addition, Union Energy LP has
related commercial activities that complement the water heater rental
business, being the retail sale, rental, servicing and financing of heating,
ventilation and air conditioning equipment as well as security monitoring and
installation through its wholly owned subsidiary, Protectron LP.
    For more information on the UE Waterheater Income Fund, visit the web
site at www.ueincomefund.com.

For further information:

For further information: Media Investment Community, Jennifer Garland,
(416) 490-4968, jgarland@reliancecomfort.com; Catherine David Nolan,  Chief
Financial Officer, (416) 499-7098, cdavidnolan@reliancecomfort.com

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