Alberta Securities Commission issues cease trade order against Forum takeover offer and restrains further distribution of related materials
Wed Aug 26, 3:13 PM
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.
ContactsDavid YagerChairman & CEO
(403) 266-1833
E-mail: dyager@hseintegrated.com




