CALGARY, July 12, 2012 /CNW/ - HSE Integrated Ltd. ("HSE" or the
"Company") (TSX: HSL) is pleased to announce the closing of the
previously announced acquisition of HSE by DXP Enterprises, Inc.
Further to the Company's press release dated May 1, 2012, DXP, through
its wholly-owned subsidiary, acquired all of the outstanding common
shares of HSE by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). As announced on June 29, 2012, the
Arrangement was approved at the Annual and Special Meeting of
Shareholders of HSE on June 29, 2012 by 99.96 % of the votes cast by
the HSE shareholders and 99.96% of the votes cast by the HSE
shareholders after excluding those votes required to be excluded by
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Arrangement was also approved by the Court of Queen's Bench of
Alberta on June 29, 2012.
Pursuant to the Arrangement, HSE shareholders received $1.80 in cash per
each common share of HSE held. The total transaction value is
approximately $87 million, including the assumption of approximately $7
million in debt and transaction costs. It is anticipated that HSE
common shares will be de-listed from the Toronto Stock Exchange within
three business days.
DXP's President and CEO, David Little said, "We are very pleased to have
HSE Integrated Ltd. as part of the DXP family. HSE is a quality
company with great people. We look forward to our collective success
and driving towards creating a world-class Safety Services business.
By adding this experienced team and strategic offering to our suite of
Safety Services, we can provide a more comprehensive offering to our
customers. We look forward to our future success together."
Lori-Mcleod-Hill, CFO of HSE added, "We are excited to join a quality
company like DXP. We look forward to having the necessary resources to
support our growth plans going forward and continuing to provide our
customers with a comprehensive service offering."
HSE is a national supplier of onsite health, safety and environmental
services. From its head office in Calgary, Alberta, it serves its
customers from field service locations in Alberta, British Columbia,
Saskatchewan, Ontario, Nova Scotia, New Brunswick,
Newfoundland-Labrador, Michigan and Texas.
DXP is a leading products and service distributor focused on adding
value and total cost savings solutions to MRO and OEM customers in
virtually every industry since 1908. DXP provides innovative pumping
solutions, integrated supply and MROP (maintenance, repair, operating
and production) services that emphasize and utilize DXP's vast product
knowledge and technical expertise in pumps, bearings, power
transmission, safety and industrial supplies. DXP's breadth of MROP
products and service solutions allows DXP to be flexible and customer
driven, creating competitive advantages for its customers.
This news release contains certain forward-looking information and
statements within the meaning of applicable securities laws. The use of
any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends", "confident", "might" and similar expressions are
intended to identify forward-looking information or statements. In
particular, but without limiting the foregoing, this news release
contains forward-looking information and statements pertaining to the
following: (i) de-listing of HSE common shares from the Toronto Stock
Exchange; and (ii) other expectations, beliefs, plans, goals,
objectives, assumptions, information and statements about possible
future events, conditions, results of operations or performance.
Various assumptions were used in drawing the conclusions or making the
projections contained in the forward-looking statements throughout this
The forward-looking information and statements included in this news
release are not guarantees of future performance and should not be
unduly relied upon. Forward-looking statements are based on current
expectations, estimates and projections that involve a number of risks
and uncertainties, which could cause actual results to differ
materially from those anticipated and described in the forward-looking
statements. Such information and statements involve known and unknown
risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information or statements.
HSE cautions that the foregoing list of assumptions, risks and
uncertainties is not exhaustive. The forward-looking information and
statements contained in this news release speak only as of the date of
this news release, and HSE assumes no obligation to publicly update or
revise them to reflect new events or circumstances, except as may be
required pursuant to applicable securities laws.
SOURCE HSE Integrated Ltd.
For further information:
Chief Financial Officer