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Filed by Hanover Compressor Company |
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Commission File No. 1-13071 |
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Pursuant to Rule 425 under the Securities Act of 1933 |
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Subject Company: |
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Hanover Compressor Company |
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Commission File No. 1-13071 |
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Subject Company: |
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Universal Compression Holdings, Inc. |
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Commission File No. 1-15843 |
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Subject Company: |
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lliad Holdings, Inc. |
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Commission File No |
The following is a letter sent
by John Jackson, president and CEO
of Hanover
Compressor Company, to all employees
of Hanover Compressor Company:
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Date:
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February 5, 2007 |
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To:
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Hanover Employees Worldwide |
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From:
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John Jackson, President and CEO |
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Subject:
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Proposed Merger of Hanover Compressor Company and Universal Compression |
Today, Hanover Compressor Company and Universal Compression jointly announced the signing of a
definitive agreement to merge the two companies. The executive leadership of Hanover, along with
our Board of Directors, believes this merger will be in the best interests of both companies as we
together create the premiere natural gas compression and production services company in the world.
The new company, which has yet to be named, will leverage the strengths of both companies to create
a stronger and more efficient company that can create great value for us as individuals, for our
current and future customers, and for our stockholders. Its an exciting time for employees at both
Hanover and Universal.
I want to thank you for your service in the success of Hanover and want to encourage each of you to
remain focused. There are many questions that will be answered in todays employee meetings, and in
the days ahead, that can be distracting. You are an important part of the team and neither we nor
your family wants to lose you to accident or injury. Safety is still a top priority.
Until the merger is completed, however, we as a company must continue to compete with Universal
Compression on a daily basis. Competition is key to the past and future success of both companies,
singularly and in combination.
I look forward to meeting as many of you as possible in the days ahead to discuss the proposed
merger with Universal and its progress.
Additional Information
In connection with the proposed merger, a registration statement of the new holding
company, Iliad Holdings, Inc., which will include proxy statements of Universal Compression
Holdings, Inc. and Hanover Compressor Company, and other materials, will be filed with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS REGARDING THE
PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT UNIVERSAL, HANOVER, THE ILIAD HOLDINGS, INC., AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the registration statement and the proxy
statement/prospectus when they are available and other documents containing information about
Universal and Hanover, without charge, at the SECs web site at www.sec.gov, Universals web site
at www.universalcompression.com, and Hanovers web site at www.hanover-co.com. Copies of the
registration statement and the proxy statement/prospectus and the SEC filings that will be
incorporated by reference therein may also be obtained for free by directing a request to either
Investor Relations, Universal Compression Holdings, Inc., 713-335-7000 or to Investor Relations,
Hanover Compressor Company, 832-554-4856.
Participants in Solicitation
Hanover Compressor Company and Universal Compression Holdings, Inc. and their respective
directors, officers and certain other members of management may be deemed to be participants in the
solicitation of proxies from their respective stockholders in respect of the merger. Information
about these persons can be found in Hanovers and Universals respective proxy statements relating
to their 2006 annual meetings of stockholders as filed with the SEC on March 24, 2006 and March 15,
2006, respectively. Additional information about the interests of such persons in the solicitation
of proxies in respect of the merger will be included in the registration statement and the joint
proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction.