/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
CALGARY, Aug. 26 /CNW/ - HSE Integrated Ltd. ("HSE") (TSX-HSL) announces
that following a hearing held yesterday, the Alberta Securities Commission
(the "ASC") issued a cease-trade against the takeover bid dated August 12,
2009 (the "Forum Bid") made by Forum National Investments Ltd ("Forum") to
acquire all of the outstanding common shares of HSE (the "HSE Shares") in
exchange for common shares of Forum (the "Forum Shares"). Because Forum did
not comply with Part 14 of the Securities Act (Alberta) (the "Act") in
relation to the Offer, the ASC ordered that the distribution on and after
August 25, 2009 of any document, record or materials used or issued in
relation to the Offer is restrained, permanently.
The ASC action is in response to an application filed by HSE On August
18, 2009. On August 20, 2009, Forum announced by way of press release that it
had terminated the Offer. Regardless, the ASC heard HSE's application and
granted the orders noted above.
In reaching its decision to grant the orders, the ASC specifically noted
that: (i) there were numerous repeated prohibited representations to the
effect that Forum would be applying to the Toronto Stock Exchange for listing
and statements which were in breach of the Act and could mislead investors
with respect to the liquidity of Forum Shares; (ii) on its face the Forum
circular appeared to breach the Act; and (iii) the Forum Bid did not comply in
important respects with Alberta securities laws.
Douglas F. Robinson, Lead Director of the HSE Board of Directors and
Chairman of the Special Committee of the Board responsible for dealing with
the Forum Bid, said "Protection of our shareholders is a fundamental
obligation of HSE's Board of Directors. We believed it was necessary for HSE
to bring this matter before the ASC to ensure that both HSE and our
shareholders would not be disadvantaged and further harmed by the
misinformation contained in Forum's Circular. We are pleased that the ASC has
cease-traded this illegal Offer."
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
Certain statements in this release constitute "forward-looking
statements" (within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 21E of the United States Securities
Exchange Act of 1934, as amended, and Section 27A of the United States
Securities Act of 1933, as amended) or "forward-looking information" (within
the meaning of applicable Canadian securities legislation). No assurance can
be given that the results discussed herein will be attained, and certain
important factors that may cause actual results to differ materially are
contained in HSE's 2008 Annual Report and in other filings with securities
commissions in Canada as reported on the Company's profile at www.sedar.com.
Any forward-looking statements in this news release speak only as of the date
of this hews 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.