Filed by Universal Compression Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Iliad Holdings, Inc.
Commission File No. 333-141695
[The following is a transcript of a video presented to Universal employees on June 4, 2007]
Snider/Jackson Video Update Merger and Name
Hello. Im Steve Snider, President and CEO of Universal Compression.
Hello. Im John Jackson, President and CEO of Hanover Compressor Company.
John and I want to take a few minutes to bring you up to date on the proposed merger of our
companies and share with you the new name of our combined company.
We wish we could present this message to you in person, but with the size of our two companies
with over 11,000 employees in nearly 30 countries worldwide were providing this message by
video to reach everyone as quickly as possible.
As we have emphasized since our initial announcement, this is a merger of equals. We have an
opportunity to bring together two outstanding companies, both of which are recognized as leaders in
We believe that the combination of our two companies will create an even stronger global leader in
our industry and will better position us to compete around the world and bring value to our
John and I both appreciate the significance of the merger activities, and the importance for us to
keep you updated.
As you can imagine, since our announcement on February fifth, both of our organizations have been
Some of our key accomplishments to date include announcing senior staff members for the new company
post-merger, who will come from both companies.
We have formed various task forces that consist of members from both companies. For example, we
have a branding task force that led the effort to develop the name for the new company. Well tell
you about the new name later in this video.
A communications task force is providing the employees of both companies with updates of the merger
process. This is being done through our respective corporate intranet sites, newsletters,
frequently asked questions, and other communications. Were also addressing questions that are
submitted by our employees to the companies respective dedicated merger email address.
The information technology task force headed up the effort to analyze the companies enterprise
resource planning systems, ultimately recommending that the new company use the Oracle system after
the merger. The IT task force continues to analyze and attempt to anticipate the new companys IT
The real estate task force is evaluating options for the new companys headquarters after the
We also have named McKinsey and Company as our merger consultant. They are guiding us through the
integration planning process.
One of Steves and my favorite activities related to the proposed merger has been our many joint
visits to both companies field locations. In the past two months, Steve and I, along with other
members of our management teams, traveled to 35 cities in 11 countries, visiting with each
companys employees. Weve really enjoyed meeting face-to-face with employees to discuss the
We are pleased to tell you that the proposed merger continues to proceed on track. We are working
hard toward gaining the approvals necessary to close the merger so that we can reach our ultimate
goal of creating a top-tier energy services company.
We continue to work with the Department of Justice as they continue their antitrust review of the
transaction. Although there is still much to be done, we still expect the merger to close during
the third quarter of this year.
We remain confident this merger will be of great benefit to you and your families, our valued
customers, shareholders, strategic suppliers and the communities where we work.
As we continue on this journey, we are excited about the strengths and opportunities for our
combined companies. This merger will allow us to compete more effectively in the global energy
Thats right John. There are three primary and compelling reasons for the merger:
First of all, we have the opportunity for significant operating synergies. We both operate in many
of the same locations and perform many of the same activities for the same customers. We can
utilize our larger scale to become a more efficient operation.
Second, the combined company will have a greater international reach and a much broader product and
service diversification than either company would have by itself. Our global footprint will indeed
be impressive. We will be better positioned to become a global company serving markets and
customers around the world.
And third, we combine these strengths with the opportunity to contribute over four million
horsepower of combined US contract compression into our recently created Master Limited Partnership
(MLP). The MLP can generate substantial cash that the combined company can use to fund our growth,
perhaps including future acquisitions.
So how does the proposed merger benefit you and what opportunities will there be for you? We
believe that you will gain in the area of personal growth and professional development and
training. With our combined companies, employees will be able to experience a broader variety of
challenging, alternative career paths and opportunities in the new organization. Employees will
benefit from being valued team members of a combined, strong company that will be focused on
growing our business and thats good news for everyone.
We are confident that the future is very bright for our dedicated employees who are always
committed to doing their best.
And our other key stakeholders such as customers and shareholders will benefit from this
proposed merger, too.
As we see it, customers will gain through improved operating efficiencies and reliability, as well
as a broader and deeper array of experienced and skilled technicians and service specialists who
can serve our customers growing needs. We know that our customers will gain from having a stronger
team committed to their success.
Shareholders will benefit from the size of our combined companies and diversification of our
business line. The merger should also give us improved access to capital markets so that we can
profitably grow our business. Our goal will be to deliver long-term value to shareholders.
Not surprisingly, one of the most frequently asked questions that John and I have heard from our
employees over the last several months is: What will our new name be after the merger closes? At
each company location, this one is always asked.
Let me tell you about the work weve done to determine our new name.
Working with a corporate identity firm as well as the Core Project Team and the Executive Steering
Committee, the naming and branding task force, consisting of both Hanover and Universal members,
undertook a comprehensive name candidate review process.
And, we knew early on that we did not want to follow down the path of creating a hybrid name of
Universal and Hanover.
Nor did we see value in having a descriptive word such as compressor in the name since both
companies are involved in more than just compressors.
The task force began with a list of 1,500 prospective names, and eventually narrowed the field of
choices down to 10 options. The task force then solicited input on these 10 options from a combined
400+ employees at both companies, as well as many customers. Their input was invaluable.
These 10 finalists also underwent rigorous legal research and linguistic screening.
After compiling and analyzing the research results, the top new name candidate was selected by the
task force and approved by the Core Project Team, the Executive Steering Committee and the boards
of directors of both companies.
And now we want to share this new name with you.
Our merged company will be called Exterran.
The name, Exterran stems from words meaning from the earth and we believe this reflects the
nature of the energy industry which we proudly serve.
We believe this name demonstrates the action, strength and global reach and footprint that will be
found in our new company post-merger.
Exterran is both the new companys name and logo. The logos primary colors of blue and black
represent the two principal energy sources natural gas and crude oil that are the primary
focus of our customer base.
The arching x represents the expanded global reach of Exterran as we leverage the combined
strengths of both companies to provide a world of opportunity for our employees, customers and
The arch also demonstrates that we are uniting under one name that mirrors the strength, arena of
influence and breadth of product offering of the combined companies.
Our new name and logo symbolize the fresh, forward-looking attitude of our new company. I also see
the name and logo as contemporary and innovative reflecting the vitality of the combined
The selection of our new name marks an important milestone in our merger activities. As Steve said
earlier, were making great strides in completing the merger, but weve got a lot of work ahead of
As the integration planning process moves forward and more information becomes available to share,
we will publish it in print and on both companies Intranet sites.
We also invite you to continue to send questions about the proposed merger to each companys
special email address for merger-related topics.
We are very excited about the bright future of our new company following the completion of the
Exterran will provide its customers with a world of energy solutions through a comprehensive
products and services portfolio backed by the combined strength of our two companies.
In the meantime, please remember that until we close this proposed merger, both companies remain
strong competitors in the marketplace and we ask you to continue to compete.
And, as always, we ask that you continue your commitment to work safely, and continue delivering
the highest quality of service to customers and superior performance for shareholders.
Thank you for your time, and we look forward to keeping you updated on our progress.
All statements in this announcement other than historical facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements rely on a number of assumptions concerning future events and are subject to a number of
uncertainties and factors, many of which are outside Universals control, which could cause actual
results to differ materially from such statements. Forward-looking information includes, but is not
limited to, statements regarding the combined company following the consummation of the merger, the
expected impact of the merger on Universals employees, customers, shareholders and operating
results and whether and when the transactions contemplated by the merger agreement between
Universal and Hanover will be consummated. Among the factors that could cause results to differ
materially from those indicated by those forward-looking statements are the result of the review of
the proposed merger by various regulatory agencies and any conditions imposed on the new company in
connection with consummation of the merger; failure to receive the approval of the merger by the
stockholders of Hanover and Universal, the satisfaction of various other conditions to the closing
of the merger contemplated by the merger agreement and the failure to realize anticipated synergies
from the proposed merger. These forward-looking statements are also affected by the risk factors,
forward-looking statements and challenges and uncertainties described in Universals Annual Report
on Form 10-K for the year ended December 31, 2006, as amended, and those set forth from time to
time in Universals filings with the Securities and Exchange Commission, which are available
through Universals website www.universalcompression.com. Universal expressly disclaims any
intention or obligation to revise or update any forward-looking statements whether as a result of
new information, future events, or otherwise, except as required by law.
In connection with the proposed merger of Universal Compression Holdings, Inc. and Hanover
Compressor Company, a registration statement of the new company, Iliad Holdings, Inc., which
includes preliminary proxy statements of Universal and Hanover, and other materials, has been filed
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS, WHICH IS AVAILABLE NOW, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT UNIVERSAL, HANOVER, ILIAD HOLDINGS AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy of the preliminary proxy
statement/prospectus and the definitive proxy statement/prospectus when it is 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 preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and the SEC filings that are and 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
Universal and Hanover 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 Universals
Annual Report on Form 10-K, as amended by Amendment No. 1, as filed with the SEC on March 1, 2007
and April 30, 2007, respectively, and in Hanovers Annual Report on Form 10-K, as amended by
Amendment No. 1, as filed with the SEC on February 28, 2007 and April 30, 2007, respectively.
Additional information about the interests of such persons in the solicitation of proxies in
respect of the merger is included in the preliminary proxy statement/prospectus that has been filed
with the SEC and will be included in the definitive proxy statement/prospectus to be filed with the
SEC in connection with the proposed transaction.