Toronto, Ontario, June 15 2006 /CNW/ - Davis + Henderson, Limited Partnership ("Davis + Henderson"), a wholly-owned business of Davis + Henderson Income Fund (TSX: DHF.UN), today announced it has completed the previously announced acquisition of all of the outstanding shares of Filogix Holdings Inc. ("Filogix") for an aggregate purchase price of approximately $212.5 million.
Filogix is the leading provider in Canada of information and transaction technology for the residential mortgages and real estate markets. The purchase of Filogix builds on Davis + Henderson's strategy of being a leading service provider to the financial services marketplace by deepening its relationships with current customers while also adding important new relationships.
The acquisition was financed in part by the Fund's public offering of 6,026,000 subscription receipts for gross proceeds of approximately $116 million. The balance of the acquisition price and related transaction costs was funded by way of existing cash balances and by drawings under amended five-year credit facilities.
The subscription receipts were traded on the Toronto Stock Exchange (TSX) under the symbol "DHF.R", and the subscription receipts will be delisted from the TSX at the close of business today. Trading in the subscription receipts was halted at 12:05 p.m. today June 15, 2006.
Holders of the subscription receipts will automatically receive, through the facilities of the Canadian Depository for Securities Limited, effective 5:00 p.m. (Eastern time) today, one trust unit of the Fund ("Units") for each subscription receipt held, without payment of additional consideration and without further action. As the Units trade in the "Book-Entry Only System" and no individual certificates will be issued, former holders of the subscription receipts need not take any action in order to receive the Units to which they are entitled. Customer confirmations with respect to these Units will be entered through the Book-Entry Only System. The former holders of the subscription receipts will not be entitled to the monthly distribution announced by the Fund to holders of Units of record on May 31, 2006. The subscription receipts and the underlying Units have not been, nor will 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 the registration requirement of such Act. The subscription receipt offering was underwritten by BMO Nesbitt Burns Inc., Scotia Capital Inc., RBC Dominion Securities Inc., TD Securities Inc., CIBC World Markets Inc., and National Bank Financial Inc.
Upon completion of these transactions, the Fund now has 43,946,792 Units outstanding.
About Davis + Henderson
Davis + Henderson and its predecessors have been serving Canadian financial institutions and their account holders since 1875. Through an integrated service offering, Davis + Henderson is the market leading company in Canada assisting financial institutions with the operations of programs to their chequing and lending accounts. The Filogix division is a leading provider in Canada of information and transaction technology for the residential mortgages and real estate markets. Davis + Henderson Income Fund is listed on the Toronto Stock Exchange, under the trading symbol DHF.UN.
Caution Concerning Forward-Looking Statements
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Davis + Henderson, Davis + Henderson Income Fund, Filogix, or developments in each of its respective business' industries, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that are based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Davis + Henderson Income Fund cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made . Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and Davis + Henderson Income Fund does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
Risks related to Davis + Henderson Income Fund have been summarized in the Fund's latest Annual Information Form and quarterly financial reports available on www.Sedar.com or the Fund's web site at www.dhltd.com. With respect to the acquisition of Filogix, additional risks include, among other things, exposure to potential loss of mortgage intermediaries and lenders as customers and exposure to fluctuation in mortgage and real estate activity due to economic conditions and other factors.
For further information: please contact:
Bob Cronin, Chief Executive Officer
at (416) 696-7700, extension 5301
Catherine Martin, Chief Financial Officer
at (416) 696-7700, extension 5265
OR visit our web site at www.dhltd.com.