|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. 0-00000
|March 22, 2007
|Hanover Employees Worldwide
|John Jackson, President and CEO
|UPDATE: Proposed merger with Universal Compression Holdings
Progress continues to be made on several fronts as the proposed merger of Hanover and Universal
Compression Holdings moves forward. This process is a lengthy one and several milestones must be
The Core Project Team has been formed and includes five members from each of the respective
companies. This joint team oversees the day-to-day process of planning for the merging the two
companies, including such tasks as oversight of the company naming process, determination of a
potential new corporate headquarters location and the integration of our respective information
One of the first tasks is developing a name, logo, company colors, stock ticker symbols and the
internet addresses for the proposed new company. The Naming / Branding Task Force, which includes
Stephen York and Rick Goins from Hanover and Rich Leong and Brian Roy from Universal, in concert
with the Core Project Team has hired a worldwide branding company to develop the new name. We hope
to have a new company name and logo by the end of April.
The Headquarters Task Force has been formed to begin studying the requirements / necessity of a new
company corporate headquarters. This Task Force includes Steve Snider, the President and CEO of the
new company; Lee Beckelman, Dave Egbert and Rob Rice of Hanover and Daniel Schlanger and Kelly
Battle of Universal.
The Information Technology Task Force has been formed to begin studying how to efficiently
integrate our respective information technology areas once the merger has been approved. The task
force is comprised of Ron Farrow, Kim Nix and Stephen York from Hanover and Michael Anderson, Norm
Hagen and Lee Hardin from Universal.
In addition to the task forces mentioned, there will be many more to be formed over the coming
months. We also expect to have a merger integration consultant hired by mid-April as well.
Thanks to everyone who has contributed questions about the merger via the new MyHanover merger
information site, the merger e-mail box (email@example.com) and at the employee meetings. Our
Human Resources, Investor Relations and Corporate Communications teams are reviewing your
questions, which number in the hundreds. We will post updated answers as they become available ...
but at this early date, our best and most appropriate answer is to work safely and continue to
compete. We will continue to update you regularly.
In connection with the proposed merger, a registration statement of 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 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.