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Press release from CNW Group

D+H Announces Closing of $690.2 Million Bought Deal Financing

Tuesday, August 13, 2013

D+H Announces Closing of $690.2 Million Bought Deal Financing

08:33 EDT Tuesday, August 13, 2013

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Aug. 13, 2013 /CNW/ - Davis + Henderson Corporation ("D+H" or the "Corporation") is pleased to announce that it has closed its previously announced prospectus offering (the "Offering") of 18,700,000 subscription receipts (the "Subscription Receipts"), at a price of $21.40 per Subscription Receipt for gross proceeds of $400.2 million, and $200 million aggregate principal amount of 6.00% extendible convertible unsecured subordinated debentures (the "Debentures").

Concurrently with the closing of the Offering, the syndicate of underwriters, co-led by Scotiabank, RBC Capital Markets and CIBC and including BMO Capital Markets, TD Securities Inc., National Bank Financial Inc., Credit Suisse Securities (Canada), Inc., Raymond James Ltd., GMP Securities L.P. and Industrial Alliance Securities Inc. exercised their over-allotment option in full to purchase an additional 2,805,000 Subscription Receipts and an additional $30 million aggregate principal amount of Debentures on the same terms, resulting in total gross proceeds from the Offering, including the proceeds from the exercise of the over-allotment option, of approximately $690.2 million.

As announced on July 23, 2013, the net proceeds of the Offering will be used to finance a portion of the acquisition of Harland Financial Solutions (the "Acquisition") for approximately US$1.2 billion.  D+H expects the Acquisition to be completed on or about August 19, 2013.

Further details concerning the Subscription Receipts, the Debentures and the Acquisition are set out in D+H's short form prospectus dated August 1, 2013, available on SEDAR at www.sedar.com.

The Subscription Receipts and the Debentures will commence trading today on the Toronto Stock Exchange under the symbols "DH.R" and "DH.DB", respectively.

ABOUT D+H

D+H is a leading provider of secure and reliable technology solutions to North American financial institutions with a reputation for being a trusted partner that helps clients build deeper, more profitable relationships with their customers based on rich industry and market insight, and consumer knowledge. Our integrated, compliant technology solutions enable clients to grow, compete, and optimize their operations, while our forward looking approach helps them stay ahead of the market and anticipate changing consumer needs.

Today, more than 1,700 banks and credit unions across North America rely on D+H to deliver solutions across three broad service areas: Banking and Lending Technology, Lending Processing Solutions, and Payments Solutions. The acquisition of Harland Financial Solutions, and its complementary product suite, will enhance D+H's position as a North American financial technology ("FinTech") provider, increase our current client base to 6,200 banks and credit unions, expand our capabilities as a leader in lending and compliance solutions, core banking technology solutions and channel solutions, create significant cross-selling and revenue synergies, improve diversification and provide further support for our growth strategies.

In 2012, D+H rose to 35th on the FinTech 100, a ranking of the top technology providers to the global financial services industry, and is ranked 24th on the 2013 Branham 300, a listing of the top Canadian ICT companies.

Davis + Henderson Corporation is listed on the Toronto Stock Exchange under the symbol "DH". Further information can be found at www.dhltd.com and in the disclosure documents filed by Davis + Henderson Corporation with the securities regulatory authorities at www.sedar.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This news release contains forward-looking information about the Offering, the expected use of proceeds from the Offering and the Acquisition. The forward-looking statements in this news release are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from current expectations, including those related to the business generally, which are set out in materials filed with the securities regulatory authorities in Canada from time to time, including D+H's Annual Information Form dated February 26, 2013 for the fiscal year-ended December 31, 2012 and short form prospectus dated August 1, 2013. No assurance can be given that the Offering or the Acquisition will be completed or the timing of same. Some of the factors that could affect the closing of the Acquisition include the need to obtain applicable regulatory approval and the requirement to satisfy other closing conditions.

The Corporation does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Corporation other than as required by applicable securities laws.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE: Davis + Henderson Corporation

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