e425
Filed by Universal Compression Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Universal Compression Holdings, Inc.
Commission File No. 1-15843
Subject Company: Hanover Compressor Company
Commission File No. 1-13071
Subject Company: lliad Holdings, Inc.
Commission File No.
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INTEROFFICE MEMORANDUM
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DATE:
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February 5, 2007 |
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TO:
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All Employees |
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FROM:
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Stephen A. Snider |
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SUBJECT:
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Universal and Hanover Announce Definitive Merger Agreement |
As you know, Universal has grown over the years by investing in and growing our fleet, as well as
by a number of mergers and acquisitions. This morning, the attached press release was issued to
announce the signing of a definitive agreement for the merger of Universal Compression and Hanover
Compressor Company. While I realize that this announcement creates some uncertainty, I believe
that this merger is a great opportunity for all of us at both Universal and Hanover.
We encourage you to learn the currently-available details of the merger by:
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Reading the attached press release |
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Listening to todays investor conference call, which will include a presentation to
investors by Steve Snider (Universals CEO) and John Jackson (Hanovers CEO). You can
listen to this conference call live at 10:00 Central Time today by going to
www.universalcompression.com and clicking on View UCO Investor Relations and then
Presentations and Webcasts. A recording of this conference call will also be available
at this same location if you prefer to listen later. |
In addition, we will be visiting with as many of you as possible, as quickly as possible following
this announcement:
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At 7:45am today, I will be hosting a meeting for our Houston shop employees in
the Houston Fabrication facility to discuss the merger. |
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Today at 11:30am, I will be hosting a meeting for the remainder of our Houston
employees. This meeting will be held in the Atrium of our Houston Headquarters
building. |
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Management will be visiting many of our worldwide regional locations to talk with
our employees outside of Houston. These regional visits will begin early this week
and continue through the next few weeks. |
Through the course of the next several months prior to the closing of the merger, we will use many
communication methods (employee meetings, email, voice mail, intranet postings, mailings, etc.) to
explain the merger process and to answer your questions.
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Since were in the early phase of this transaction, we will not have definitive answers to many of
your questions particularly pertaining to organization structure. However, we are committed to
communicating our progress with you on a regular and timely basis. In the meantime, if you have any
general questions about the merger, weve established a dedicated email address
(mergerquestions@universalcompression.com), and a voice mailbox will be available soon. Our plan
is to post your questions anonymously to our Intranet site along with the responses so that all
employees can benefit from the information.
The closing of this transaction, which is subject to a number of factors, is expected to take
several months. Until then, Universal and Hanover remain competitors and you should continue to
run your day-to-day operations as such.
I appreciate all of your hard work and contributions in the past, and Im very excited about the
opportunities this transaction presents for our employees, customers and stockholders in the
future!
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Additional Information
In connection with the proposed merger, a registration statement of the new 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 MERGER WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UNIVERSAL, HANOVER,
ILIAD HOLDINGS 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 proxy
statement/prospectus to be filed with the SEC in connection with the proposed transaction.
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