D+H Completes $201 Million Bought Deal Financing Including Exercise in Full of the Over-allotment Option

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

TORONTO, Dec. 2, 2014 /CNW/ - DH Corporation (TSX: DH) ("D+H" or the "Company") is pleased to announce that it has closed its previously announced "bought deal" financing of 5,554,500 common shares (the "Common Shares") of the Company at an issue price of $36.25 per Common Share, for aggregate gross proceeds of $201,350,625 (the "Offering"), including the exercise in full by the underwriters of the over-allotment option. The underwriting syndicate for the Offering was co-led by CIBC and TD Securities Inc., and included BMO Capital Markets, RBC Capital Markets, Scotiabank, National Bank Financial Inc., Credit Suisse Securities (Canada), Inc., Desjardins Securities Inc., Raymond James Ltd., GMP Securities L.P. and Industrial Alliance Securities Inc. 

The net proceeds from the Offering were $193,296,600, determined after deducting the underwriters' commission, but before deducting the expenses of the Offering. As previously announced, the Company will use the net proceeds from the Offering to repay a portion of the Company's credit facilities.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

About D+H

D+H is a leading provider of secure and reliable technology solutions to domestic and global 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. Today, approximately 7,000 financial institutions including major banks, specialty lenders, community banks and credit unions rely on D+H to deliver solutions across three broad service areas: Banking Technology Solutions, Lending Processing Solutions, and Payments Solutions. 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. D+H is one of the world's top FinTech companies as measured on IDC Financial Insights FinTech Rankings and American Banker's FinTech Forward.

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

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Statements concerning D+H's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of D+H are forward-looking statements.  The words "believe", "expect", "anticipate", "estimate", "intend", "may", "pro forma", "will", "would", "could", "should", "continue", "goal", "objective" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

D+H has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements.  While D+H considers these factors and assumptions to be reasonable based on information currently available, there can be no assurance that actual results will be consistent with these forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause D+H's actual results, performance or achievements, or developments in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.

Risks related to forward-looking statements include, among other things, increased pricing pressures and competition which could lead to loss of contracts or reduced margins; the Company's ability to comply with regulations; the Company's ability to deliver products and services in line with the changes in the United States of America banking and financial services industry; the Company's ability to avoid inherent risks in the technology industry related to cyber-security threats and breaches; the Company's dependence on a limited number of large financial institution customers in Canada and dependence on their acceptance of new programs; declines in the use of personal and business cheques; strategic initiatives being undertaken to grow our business and increase profitability; stability and growth in the real estate, mortgage and lending markets; the Company's ability to generate cash to invest in the business and at the same time be able to pay dividends and debt repayments; as well as general market conditions, including economic, foreign exchange and interest rate dynamics. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and D+H does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change except as required by applicable securities laws.

All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.

SOURCE: DH Corporation

Karen H. Weaver, Executive Vice President and Chief Financial Officer, D+H; [phone], [email protected] or visit our website at www.dh.com