Investors: 2009 Press Releases
Alberta Securities Commission Issues Cease Trade Order Against Forum Takeover Offer And Restrains Further Distribution Of Related Materials
NEWS RELEASE - August 26, 2009
HSE Integrated Ltd. ("HSE") (TSX-HSL) announces that following a hearing held yesterday, the Alberta Securities Commission (the "ASC") issued a cease-trade against the takeover bid dated August 12, 2009 (the "Forum Bid") made by Forum National Investments Ltd ("Forum") to acquire all of the outstanding common shares of HSE (the "HSE Shares") in exchange for common shares of Forum (the “Forum Shares”). Because Forum did not comply with Part 14 of the Securities Act (Alberta) (the "Act") in relation to the Offer, the ASC ordered that the distribution on and after August 25, 2009 of any document, record or materials used or issued in relation to the Offer is restrained, permanently.
The ASC action is in response to an application filed by HSE On August 18, 2009. On August 20, 2009, Forum announced by way of press release that it had terminated the Offer. Regardless, the ASC heard HSE’s application and granted the orders noted above.
In reaching its decision to grant the orders, the ASC specifically noted that: (i) there were numerous repeated prohibited representations to the effect that Forum would be applying to the Toronto Stock Exchange for listing and statements which were in breach of the Act and could mislead investors with respect to the liquidity of Forum Shares; (ii) on its face the Forum circular appeared to breach the Act; and (iii) the Forum Bid did not comply in important respects with Alberta securities laws.
Douglas F. Robinson, Lead Director of the HSE Board of Directors and Chairman of the Special Committee of the Board responsible for dealing with the Forum Bid, said "Protection of our shareholders is a fundamental obligation of HSE’s Board of Directors. We believed it was necessary for HSE to bring this matter before the ASC to ensure that both HSE and our shareholders would not be disadvantaged and further harmed by the misinformation contained in Forum's Circular. We are pleased that the ASC has cease-traded this illegal Offer."
HSE is an integrated, national supplier of industrial Health, Safety and Environmental services. From its head office in Calgary, Alberta, it serves its clients from field service locations in Alberta, British Columbia, Saskatchewan, Ontario, Nova Scotia, New Brunswick, Newfoundland-Labrador and Michigan. HSE also operates in Midland, Texas, through a jointly owned company called Boots & Coots HSE Services LLC. HSE trades on the TSX under the symbol “HSL”.
Forward Looking Statements
This news release contains forward-looking information and statements (collectively “forward-looking statements”) within the meaning of applicable securities laws concerning, among other things, the Company’s prospects, expected revenues, expenses, profits, financial position, strategic direction, and growth initiatives, all of which are subject to risks, uncertainties and assumptions. These forward-looking statements are identified by their use of terms and phrases such as expect, anticipate, estimate, believe, may, will, would, could, might, intend, plan, continue, ongoing, project, objective and other similar terms and phrases. These forward-looking statements are based on certain assumptions and analyses made by the Company based on its experience and assessment of current conditions, known trends, expected future developments and other factors it believes are appropriate under the circumstances. Such forward-looking statements are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future results and events to differ materially from that expressed in the forward-looking statements. Accordingly this news release is subject to the disclaimer and qualified by the assumptions and risk factors referred to in the Management Discussion and Analysis in the 2009 second quarter report, in the 2008 annual report, and in other filings with securities commissions in Canada as reported in the Company’s profile at www.sedar.com. Any forward-looking statements in this news release speak only as of the date of this news release. Except as required by law, the Company disclaims any intention to update or revise any forward-looking statements to reflect new events or circumstances.
For more information, please contact:
David Yager, Chairman & CEO
Telephone: (403) 266-1833
E-Mail: