HSE Integrated swallows limited-duration poison piHSE Integrated swallows limited-duration poison pill
HSE Integrated Ltd (C:HSL)
Shares Issued 37,575,675
Last Close 10/2/2009 $0.52
Saturday October 03 2009 - News Release
Mr. David Yager reports
HSE ADOPTS SHAREHOLDER RIGHTS PLAN
HSE Integrated Ltd.'s board of directors has adopted a limited-duration shareholder rights plan to provide the company and its shareholders with sufficient time to properly assess any unsolicited takeover bid. The Plan gives HSE's board of directors additional time to consider other options to any unsolicited takeover to provide shareholders with alternatives intended to provide higher value and equal treatment for their shares. The terms of HSE's Plan are consistent with many plans adopted by other Canadian companies.
The Plan is subject to the approval of the Toronto Stock Exchange and has a duration of 180 days, following which it will expire automatically.
To implement the Plan, the board of directors has authorized the issuance of one right (a "Right") for each outstanding common share of the company to holders of record at 4 p.m. (Calgary time) on October 3, 2009 and for any future issuance of common shares. Initially, each Right will be attached to the corresponding HSE common share and will be represented by the certificate representing such share or the corresponding entry in the shareholder's register.
Upon the occurrence of certain triggering events - including the acquisition by a person or group of persons of 20% or more of the company's outstanding common shares in a transaction that is not a "Permitted Bid" under the Plan - the Rights will separate from the common shares and will entitle holders (other than the acquiring person or group of persons) to acquire common shares of the company at a substantial discount to the prevailing market price at that time.
The Rights will not be triggered by purchases of common shares made pursuant to a "Permitted Bid" under the Plan, being, among other things, a bid made to all of the company's shareholders for all of the company's outstanding common shares on identical terms and which remains open for acceptance for not less than 60 days. The purpose of the Permitted Bid mechanism is to give HSE shareholders more time to consider the bid and any other options that may be available before deciding whether or not to tender shares. Under the Plan, the company's board of directors will have additional time to consider and pursue alternatives and make recommendations in the best interests of shareholders.