Mar 2011

Davis + Henderson Agrees to Acquire Mortgagebot for $232 Million

Toronto, Ontario - Davis + Henderson Corporation ("D+H") (TSX:DH) today announced that it has entered into an agreement to acquire Mortgagebot LLC ("Mortgagebot") of Mequon, Wisconsin (the "Acquisition") for a purchase price of US $231.8 million, payable in cash. The Acquisition is expected to close on or about April 13, 2011, subject to satisfaction of customary closing conditions.

Strategic Rationale

Mortgagebot is the leading provider of web-based mortgage point-of-sale solutions in the United States. Founded in 1997, Mortgagebot provides a range of consumer direct, loan officer and branch and call centre mortgage origination solutions for nearly 1,000 banks and credit unions. Mortgagebot has been consistently recognized by leading US publications and industry analysts for its growth and leadership of online lending services technology. Its PowerSite platform was branded "the de facto origination tool" by Cornerstone Advisors.

"By acquiring Mortgagebot, D+H further advances our strategic diversification agenda, we extend the range of integrated solutions we offer within the financial services marketplace, and we add an important dimension to our capabilities in a core lending services area", said Bob Cronin, CEO of D+H. "As a proven business with a track record of innovation and growth, Mortgagebot gives us a solid position with a large number of new customers within the US financial services marketplace. We are very pleased that Scott Happ, Mortgagebot's founder, President and CEO, and his team will be joining us to execute our shared growth plans."

Financial Benefits

Mortgagebot is a profitable, privately-held business with 2010 revenues of $37.7 million and normalized EBITDA┬╣ of $20.2 million, both translated into Canadian dollars and determined under US GAAP. Mortgagebot is expected to deliver positive cash flow that supports dividends at current levels and provide modest accretion to adjusted earnings1 for D+H shareholders in the latter part of 2012. With the acquisitions of Mortgagebot, and Asset Inc. earlier this year, the services and revenues of the combined business will continue to expand and become more diversified. On a pro forma basis, revenues from services to the lending market will comprise approximately 54% of D+H's revenue, with programs to the chequing account representing approximately 40%. Over the past five years, D+H has completed several acquisitions that have supported this substantial evolution of the business.

Growth Plan

"Mortgagebot has experienced solid growth by capitalizing on its many strengths - including its leading market share and reputation, strong customer service ethic, and innovative technology - which combine to create strong value to customers", said Gerrard Schmid, President and COO of D+H. "The current adoption rate among U.S. financial institutions for consumer-directed online mortgage origination is estimated to be about 20% and growing. As a market leader, Mortgagebot is positioned well to participate in this growing target market. Today Mortgagebot meets the needs of a range of financial institutions, from large 1200+ branch banks through to small community banks and credit unions. On a business as usual basis going forward, we will continue to build on Mortgagebot's leadership position in online mortgage origination."

Strengths

Mortgagebot revenues are principally derived from long term contracted subscription fees, which represented approximately 73% of 2010 revenues, with variable transaction fees making up the largest component of the balance. With customers typically served under long-term contracts, the operating and business model has proven to be solid, allowing Mortgagebot to grow both revenues and profits through the difficult markets of the past two years.

"Since our founding, we have achieved growth within a variety of market conditions," said Scott Happ, founder, President and CEO of Mortgagebot. "In fact, our annual revenue growth has averaged 13% over the past four years by helping our customers take advantage of the growth and cost savings associated with online mortgage originations. We believe that by being part of D+H, we can bring the benefits of our technology and expertise to an even larger segment of the US and Canadian financial services marketplace."

Acquisition Financing

The US$231.8 purchase price, and transaction expenses, will be funded through the issuance of approximately $121.8 million new equity and $115 million of new borrowings.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any securities offered have not been and will not be registered under the U.S. 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 registrations requirements of such Act.

About D+H

D+H is a leading solutions provider to the financial services marketplace. Founded in 1875, the company today provides innovative programs, technology products and technology based business services to customers who offer chequing accounts, credit card accounts, and personal, commercial, and other lending and leasing products. For more information about D+H visit www.dhltd.com.