CALGARY, June 18, 2012 /CNW/ - HSE Integrated Ltd. ("HSE" or the "Company") (TSX: HSL) announces that ISS Canada, a leading independent proxy firm
and an affiliate of Institutional Shareholder Services Inc. ("ISS"), has recommended that HSE shareholders vote FOR the proposed sale of
all the issued and outstanding shares of the Company to the Canadian
affiliate of DXP Enterprises, Inc. for $1.80 per share cash in a Plan
of Arrangement announced May 1, 2012 (the "Arrangement"). The Annual
and Special Meeting of Shareholders at which HSE shareholders will be
given the opportunity to vote on the transaction among other items will
be held in Calgary, Alberta on June 29, 2012.
ISS Canada is a unit of ISS Governance Services. ISS's experienced
research time provides comprehensive analysis of proxy issues and
complete vote recommendations for more than 40,000 meetings in over 100
worldwide markets. ISS is Canada's leading independent proxy advisory
firm and the leading authority on proxy voting and corporate governance
issues in Canada with over 1,700 clients. ISS has been providing
advisory and voting services to leading pension funds, investment
managers, mutual funds and other institutional shareholders since 1987.
At the conclusion of a comprehensive review of the DXP/HSE transaction
ISS Canada concluded, "Given the premium on the transaction and sound
strategic rationale, shareholders' support for the transaction is
warranted". About Governance Issues ISS wrote, "There are no governance
concerns for the merger agreement since it is a cash deal and a special
committee was set up to evaluate the merger".
HSE's Board of Directors recommended the transaction to shareholders
when it was announced on May 1, 2012. At that time HSE directors and
senior officers holding 6,678,365 common shares (approximately 17% of
the outstanding common shares) entered into Voting Agreements by which
they agreed to vote all common shares beneficially owned in favor of
the approval of the transaction.
HSE shareholders are encouraged to review the management proxy circular
dated May 31, 2012 which provides details of the Plan of Arrangement,
Fairness Opinion, the reasons behind the board of directors'
recommendation, and related matters. A copy of the proxy circular is
available on SEDAR at www.sedar.com.
HSE's board of directors recommends that shareholders vote FOR the
Shareholders are reminded to vote their proxy FOR the Arrangement prior
to the proxy voting deadline of June 27, 2012 at 9:00 a.m. (Calgary
How to Vote
Due to essence of time, Shareholders are urged to vote today using the
methods below. Registered Shareholders
Shareholders who have physical certificates representing HSE common
shares may vote by facsimile to 416-368-2502 (toll-free 1-866-781-3111
in Canada and the United States only), or via the internet at www.proxypush.ca/hsl using the control number found on your Form of Proxy.
Shareholders who hold their shares through a broker or other
intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction
For Information or Voting Assistance Contact Laurel Hill Advisory Group
Shareholders who have questions or need any additional information
should contact their professional advisors or you can contact Laurel
Hill Advisory Group, HSE's proxy solicitation agent, toll-free at
1-877-452-7184, locally at 416-304-0211 or by email at firstname.lastname@example.org.
SOURCE HSE Integrated Ltd.
For further information:
Interim CEO and Chairman of the Board
HSE Integrated Ltd.
403 266 1833, email@example.com
Chief Financial Officer
HSE Integrated Ltd.
403 266 1833, firstname.lastname@example.org