Investors: 2009 Press Releases
TSX Defers Review of HSE Shareholder Rights Plan
NEWS RELEASE - October 06, 2009
HSE Integrated Ltd. ("HSE" or the "Company") (TSX-HSL) announced today that in connection with its recently announced Shareholder Rights Plan (the “Plan”), the Toronto Stock Exchange ("TSX") has deferred its consideration of the Plan. The TSX has advised the Company that, in accordance with its policies, it has decided to defer consideration of the Plan until the earlier of (i) three years from the date of adoption of the Plan; and (ii) shareholder ratification of the Plan. In the interim, the Plan will remain in full effect in accordance with its terms.
As described in HSE's October 3, 2009 press release, the Plan is designed to provide the Company and its shareholders with sufficient time to properly assess an unsolicited takeover bid. The Plan gives HSE’s Board of Directors additional time to consider other options to an unsolicited takeover to provide shareholders with alternatives intended to provide provide higher value and equal treatment for their shares. The terms of HSE’s Plan are consistent with many plans adopted by other Canadian companies.
To implement the Plan, the Board of Directors has authorized the issuance of one right (a “Right”) for each outstanding common share of the Company to holders of record at 4 p.m. (Calgary time) on October 3, 2009 and for any future issuance of common shares. Initially, each Right will be attached to the corresponding HSE common share and will be represented by the certificate representing such share or the corresponding entry in the shareholder’s register.
Upon the occurrence of certain triggering events - including the acquisition by a person or group of persons of 20% or more of the Company’s outstanding common shares in a transaction that is not a “Permitted Bid” under the Plan - the Rights will separate from the common shares and will entitle holders (other than the acquiring person or group of persons) to acquire common shares of the Company at a substantial discount to the prevailing market price at that time.
The Rights will not be triggered by purchases of common shares made pursuant to a “Permitted Bid” under the Plan, being, among other things, a bid made to all of the Company’s shareholders for all of the Company's outstanding common shares on identical terms and which remains open for acceptance for not less than 60 days. The purpose of the Permitted Bid mechanism is to give HSE shareholders more time to consider the bid and any other options that may be available before deciding whether or not to tender shares. Under the Plan, the Company’s Board of Directors will have additional time to consider and pursue alternatives and make recommendations in the best interests of shareholders.
The Plan has a duration of 180 days, following which it will expire automatically.
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: