HSE Shareholders Approve Plan of Arrangement with DXP Enterprises, Inc.
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CALGARY, June 29, 2012 /CNW/ - HSE Integrated Ltd. ("HSE" or the "Company") (TSX: HSL) is pleased to announce at the Special and Annual General Meeting of Shareholders held in Calgary earlier today, the shareholders approved the previously announced acquisition of HSE by DXP Enterprises, Inc. ("DXP") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The Arrangement was previously announced on May 1, 2012.
At the meeting, 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 were voted in favor of the Arrangement. The Arrangement was also approved by the Court of Queen's Bench of Alberta later the same day on June 29, 2012.
The closing of the Arrangement remains subject to the receipt of required regulatory approvals and the satisfaction or waiver of the conditions precedent specified in the arrangement agreement among the Company, DXP and DXP Canada Enterprises Ltd. entered into on April 30, 2012. The closing of the Arrangement is expected to take place on or about July 11, 2012.
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) expected timing of the completion of the Arrangement; 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 news release.
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.For further information:
David L. Yager
Interim Chief Executive Officer