VOXCOM Income Fund

VOXCOM Income Fund

April 16, 2007 08:07 ET

VOXCOM Announces Take-Over Offer by UE Waterheater for VOXCOM

EDMONTON, ALBERTA--(CCNMatthews - April 16, 2007) - VOXCOM Income Fund (TSX:VOX.UN) ("VOXCOM") today announced that UE Waterheater Income Fund (TSX:UWH.UN) ("UE Waterheater") has agreed to make an offer to acquire all of the issued and outstanding units ("Units") of VOXCOM at a cash price of $13.25 per Unit (the "Offer"). VOXCOM has entered into a support agreement with UE (the "Support Agreement") which provides that, subject to certain terms and conditions, VOXCOM will support the Offer. The Offer represents a premium of approximately 38% to the 30-day volume weighted average price of the Units on the Toronto Stock Exchange, and a premium of approximately 29% over the closing price of the Units, as of April 13, 2007 and represents an equity value of approximately $108.5 million.

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. Under the Agreement, VOXCOM may continue to make regular monthly distributions to its Unitholders.

Clairvest Group Inc. has entered into a lock-up agreement with UE Waterheater which provides that, subject to certain terms and conditions, it will deposit all of its Units to the Offer. It owns a total of 1,645,015 Units, representing approximately 20.1% of the outstanding Units.

Completion of the Offer is subject to certain customary conditions, including, among other things, there being validly deposited under the Offer and not withdrawn that number of Units that constitutes at least 66 2/3% of the outstanding Units. 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 termination fee in the amount of $3.5 million payable by VOXCOM under certain circumstances, including recommendation by VOXCOM of a superior offer. The Offer, unless extended, will expire 35 days from its commencement. A copy of the Support Agreement will be available on SEDAR.

The take-over bid circular of UE Waterheater, containing the terms of the Offer, is expected to be mailed to VOXCOM's unitholders together with the VOXCOM Board of Trustees' circular and other related documents no later than May 4, 2007.

About VOXCOM Income Fund

VOXCOM Income Fund holds all the issued and outstanding common shares of VOXCOM Incorporated ("VOXCOM Inc."). VOXCOM Inc. is a national leader of security alarm installation and monitoring services in Canada, serving more than 122,000 residential and commercial customers. VOXCOM Inc. provides monitoring services for security alarm systems and LifeCall emergency response systems to all provinces from its head office and call centre in Edmonton, and has branch offices in major centres across the country. VOXCOM Inc. also maintains extensive marketing partnerships and a network of Authorized Dealers throughout Canada. Additional information relating to VOXCOM, including all public filings, is available at on SEDAR (www.sedar.com) and at www.voxcomincomefund.com.

Contact Information

  • VOXCOM Income Fund
    Douglas O. Goss, Q.C.
    (780) 420-4713
    Website: www.voxcom.com