Investors: 2006 Press Release Archive
HSE Completes acquisition of Key Safety Services and Key Monitoring Solutions
NEWS RELEASE – January 10, 2006
HSE Integrated Ltd. (“HSE” or the “Company”) is pleased to announce that it has completed the previously announced (December 12, 2005) acquisitions of the shares Key Safety Services Inc. (“Key”) of Sylvan Lake, Alberta, and Key Monitoring Solutions Corp. (“KMS”) of Rocky Mountain House, Alberta.
After purchase price adjustments reflecting stronger than expected historical financial performance, the final purchase price was approximately $25.6 million. This was satisfied through the issuance of 2.4 million HSE treasury shares at a value of $2.50 per share for a consideration of $6 million, $9 million cash, the payout of approximately $1.74 million of long term debt of Key and KMS, and the issuance of approximately $8.9 million in promissory notes to the Vendors of Key and KMS.
Once certain financial reporting conditions are met by Key and KMS, expected within 30 days after closing, the promissory notes will be paid out by HSE. The issued shares will be subject to a statutory four month hold period expiring May 10, 2006.
As stated on December 12, 2005, upon completion of this transaction HSE believes it will be the largest oilfield safety services company in the world in terms of revenue, equipment capacity and manpower. HSE intends to use this expanded capability to provide its customers with an unprecedented level of protection for workers, assets and the community.
Following are excerpts of a letter from David Yager, Chairman and CEO of HSE, that will be distributed to the customers of Key, KMS and HSE.
“These acquisitions are part of HSE’s strategy to build a large and diversified safety services capable of meeting the health, safety and environmental protection needs of our clients as they undertake larger development projects including offshore and the Oilsands.
In the short term, it will be business as usual at the Key Companies. Senior management of both organizations will remain in place and our customers can expect no changes in contacts or delivery of services. In the areas of emergency response and well control, our customers will now have access to the combined resources of the Key Companies, HSE and Safety Boss. In terms of personnel and equipment capacity, you will be served by the largest oilfield emergency response organization in history.
The mission of HSE is to be the largest and most respected supplier of oilfield health, safety and environmental services. With the acquisitions of the Key Companies, the first part is complete. Respect from our employees, customers, competitors and capital providers must be earned. We will do this by consistently providing good people, good equipment and good service at fair prices. My personal commitment to all of our stakeholders is to fulfill the entire HSE mission.”
Forward Looking Statements
Statements in this document that may be considered forward-looking are based on management’s current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated.
HSE is an integrated supplier of industrial Health, Safety and Environmental services. From its head office in Calgary, Alberta, HSE serves its clients from field service locations in Alberta, British Columbia, Ontario, Nova Scotia and Michigan. HSE trades on the TSX Venture Exchange under the symbol “HSL”
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For more information please contact:
David Yager, Chairman & CEO
Telephone: (403) 266-1833
E-Mail: