Hyduke Announces Shareholder Approval for Plan of Arrangement with Do All Industries Ltd.
(TSX: HYD)
NISKU, AB, Aug. 12, 2012 /CNW/ - Hyduke Energy Services Inc. ("Hyduke") announces the results of its special meeting of holders of common shares ("Common Shares") held on Friday August 10th to consider and to vote on a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) pursuant to which Do All Industries Ltd. ("Do All") will acquire all of the Common Shares of Hyduke. Under the Arrangement, holders of Common Shares will receive $1.37 (CAD) in cash for each Common Share held. All outstanding Hyduke options ("Options") to purchase Common Shares have been conditionally surrendered by their holders in accordance with the Arrangement Agreement (as defined below) and, accordingly, no holders of Options were entitled to vote on the Arrangement at the special meeting. By special resolution passed at the meeting, the Arrangement was approved by 98.6% of the votes cast by holders of Common Shares and by 98.5% of the votes cast by the holders of Common Shares after excluding the votes cast by certain directors and senior officers of Hyduke and each of their related parties and joint actors as required by Multilateral Instrument 61-101.
Under the arrangement agreement ("Arrangement Agreement") between Hyduke and Do All entered into on June 21, 2012, the closing of the Arrangement is subject to certain conditions including final court approval of the Arrangement, which is expected to be obtained on August 14, 2012. Closing of the Arrangement will occur when all conditions have been met.
About Hyduke
Hyduke is an integrated oilfield services company with over thirty years' experience in the manufacture, repair and distribution of oilfield equipment and supplies in Canada and worldwide. Hyduke specializes in providing customized, integrated solutions to the drilling and well service industries.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this news release contains forward-looking statements and information concerning: the timing and conditions including the receipt of required court approvals for the Arrangement; the ability of Hyduke and Do All to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement.
In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Hyduke has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary court and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.
Risks and uncertainties inherent in the nature of the Arrangement include the failure of Hyduke or Do All to obtain necessary court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Hyduke or Do All to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Hyduke are included in reports on file with applicable securities regulatory authorities, including but not limited to, Hyduke's Annual Information Form for the fiscal year ended December 31, 2011 which may be accessed on Hyduke's SEDAR profile at www.sedar.com.
The forward-looking statements and information contained in this news release are made as of the date hereof and Hyduke undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE: Hyduke Energy Services Inc.
Mr. Myron Yurko, Chairman of the Board of Directors
Tel: 780-719-3353
Fax: 780-955-0366
Website: www.hyduke.com
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