HSE Integrated Ltd. and DXP Enterprises, Inc. Complete Previously Announced Arrangement to Complete Acquisition of HSE by DXP
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. ("DXP").
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 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:
Chief Financial Officer