Filed by Hanover Compressor Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Hanover Compressor Company
Commission File No. 1-13071
Subject Company: Universal Compression Holdings, Inc.
Commission File No. 1-15843
Subject Company: lliad Holdings, Inc.
Commission File No.
|February 20, 2007
|Hanover Employees Worldwide
|John Jackson, President and CEO
|Update on Proposed Merger of Equals
As promised, this is the first of a series of timely updates regarding the proposed merger of
equals between Hanover and Universal Compression Holdings, Inc. Your warm response during our
employee meetings, and welcome of Universal President and CEO Steve Snider, are a great
encouragement as we move forward.
During our meetings, some of you asked questions that we could not answer. We will be getting these
answers to you via the merger web site:
http://myhanover.hanover-co.com/Sites/merger/default.aspx. This new web site, using our new
SharePoint portal, will update regularly. You can send questions to the Transition Team through a
special e-mail box: email@example.com.
All employees have received, or will soon receive a wallet card that highlights the Dos and Donts
mentioned during the employee meetings, as well as a summary of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 which requires Universal and Hanover to continue to compete vigorously
until the merger is completed. Keep it with you, post in your toolbox or in your cubicle. If you
have questions, please contact the Hanover Legal Department.
In the next month, we will begin visits to locations in Latin America and the Eastern Hemisphere,
possibly including Universals operations locations in Singapore and Australia. These site visits
will continue while, behind the scenes, our Transition team and our Legal, Financial and HR teams
will be working to complete the regulatory documentation required for the merger as well as
planning for the transition to the new holding company after the proposed merger becomes effective.
Please give them your support.
Thanks for your support. Continue to make safety a top priority.
Additional Information and Where to Find It
In connection with the proposed mergers, 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, 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 the Solicitation
Hanover and Universal 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.