HOUSTON--(BUSINESS WIRE)--July 5, 2007--Hanover Compressor Company
(NYSE:HC) and Universal Compression Holdings, Inc. (NYSE:UCO)
announced today that each company has received notice that the waiting
period required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976 with respect to their proposed merger has been terminated.
Termination of the waiting period satisfies a condition to the closing
of the proposed merger.
The proposed merger of Hanover and Universal, which was announced
on February 5, 2007, provides for each common share of Hanover to be
converted into 0.325 shares of common stock of a newly created holding
company called Exterran Holdings, Inc. and each common share of
Universal to be converted into one share of common stock of Exterran.
The consummation of the merger remains subject to other closing
conditions, including the approval of the stockholders of each of
Hanover and Universal. Closing of the transaction is currently
anticipated in the third quarter of 2007, but no assurances can be
given as to the timing of the satisfaction of all closing conditions
or that all required approvals will be received.
About Hanover Compressor Company
Hanover Compressor Company is a global market leader in full
service natural gas compression and a leading provider of service,
fabrication and equipment for oil and natural gas production,
processing and transportation applications. Hanover sells and rents
this equipment and provides complete operation and maintenance
services, including run-time guarantees for both customer-owned
equipment and its fleet of rental equipment.
About Universal Compression Holdings
Universal Compression Holdings, headquartered in Houston, Texas,
is a leading natural gas compression services company, providing a
full range of contract compression, sales, operations, maintenance and
fabrication services to the domestic and international natural gas
industry.
Forward-Looking Statements
Statements about Universal Compression Holdings' and Hanover
Compressor Company's outlook and all other statements in this release
(and oral statements made regarding the subjects of this release)
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 Universal's and Hanover's control,
which could cause actual results to differ materially from such
statements. Forward-looking information includes, but is not limited
to, statements regarding the ability of Universal and Hanover to
complete their proposed merger and the expected timing of the closing
of the transaction. While Universal and Hanover believe that the
assumptions concerning future events are reasonable, they caution that
there are inherent difficulties in predicting certain important
factors that could impact the future performance or results of their
business. Among the factors that could cause results to differ
materially from those indicated by such forward-looking statements are
the failure to receive the approval of the merger by the stockholders
of Hanover and Universal and satisfaction of various other conditions
to the closing of the merger contemplated by the merger agreement.
These forward-looking statements are also affected by the risk
factors, forward-looking statements and challenges and uncertainties
described in Universal's Annual Report on Form 10-K for the year ended
December 31, 2006, as amended by Amendment No. 1 thereto, Hanover's
Annual Report on Form 10-K for the year ended December 31, 2006, as
amended by Amendment No. 1 thereto, and those set forth from time to
time in Universal's and Hanover's filings with the Securities and
Exchange Commission ("SEC"), which are available through
www.universalcompression.com and www.hanover-co.com. Except as
required by law, Universal and Hanover expressly disclaim any
intention or obligation to revise or update any forward-looking
statements whether as a result of new information, future events, or
otherwise.
Additional Information
In connection with the proposed merger of Universal Compression
Holdings and Hanover Compressor Company, a registration statement of
the new company, Exterran Holdings, Inc. (formerly Iliad Holdings,
Inc.), which includes preliminary proxy statements of Universal
Compression Holdings 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, EXTERRAN 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 Compression Holdings and Hanover, without charge, at the
SEC's web site at www.sec.gov, Universal Compression Holdings' web
site at www.universalcompression.com, and Hanover's 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 Compression Holdings and Hanover Compressor Company 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 Universal Compression
Holdings' 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 Hanover's 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.
CONTACT: Hanover Compressor Company
Senior Vice President and Chief Financial Officer
Lee E. Beckelman, 281-405-5194
or
Vice President, Investor Relations & Technology
Stephen P. York, 832-554-4856
or
Universal Compression Holdings, Inc.
Senior Vice President and Chief Financial Officer
J. Michael Anderson, 713-335-7295
or
Vice President, Investor Relations
David Oatman, 713-335-7460
SOURCE: Hanover Compressor Company and Universal Compression
Holdings, Inc.