e425
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
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The translation of this message is forthcoming in Spanish and Portuguese. |
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Las traducciones de este mensaje están por aparecer en español y portugués. Gracias
por su paciencia. |
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As traduções desta mensagem estão disponíveis em español e português. Obrigado pela
paciência. |
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Date:
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Friday, June 8, 2007 |
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To:
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Universal Employees Worldwide |
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From:
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Executive Leadership Team |
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Subject:
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MERGER ORGANIZATIONAL ANNOUNCEMENT |
On Monday, June 4, we announced the name of our new, to be merged organization, Exterran, and we
began the detailed merger planning phase. On Tuesday, June 5, we completed the initial Merger
Integration Planning Team Kick-Off meeting. Each of the Hanover and Universal organizations were
well represented by leadership personnel from both organizations. The energy, enthusiasm and
collaboration from those who attended was inspiring. Based on our kickoff experience, we are
confident in our ability to continue the planning required for integration and even more excited
and optimistic about the future for Exterran. We appreciate the work of all of the companies
leadership and personnel this week both in this initial meeting and in the field and offices around
the world to keep focus on our core business.
Now we are pleased to announce the Exterran management positions and personnel that will report to
the Executive Leadership Team once the transaction officially closes. Over the past weeks, we have
been working on an organizational structure that builds on the successes of both the Hanover and
Universal organizations (see pages that follow). This rigorous organization design process has
included input from the executive leadership of both companies, as well as advice from our merger
consultant, McKinsey and Company. The organizational design process was followed by a disciplined
personnel selection process that included identification of personnel in both organizations,
interviews and, again, collaboration of the executive leadership of both companies. The group of
leaders we are announcing today, and those supporting them, will be critical in creating the high
performance organization we know Exterran can be.
Please join us in congratulating all of these leaders on their prospective positions with Exterran
and supporting their work and efforts as they build their organizations through the integration
planning process.
Over the next few months, an incredible volume of work must be accomplished. The Exterran
Leadership Team is committed to a personnel selection process that continues to build upon the
achievements and capabilities of both Hanover and Universal, and that is fair to the
employees in both organizations. Based on what we have experienced in working with personnel from
both organizations so far, we are confident that we will achieve this objective.
One of the first integration planning steps for these leaders will be to propose how their groups
will be structured to achieve our new companys overall vision and to follow an agreed selection
process for their respective teams. This process will be rigorous and fact-based with equal
opportunity for potential candidates in both companies. If you believe that there is a position or
department that you are interested in and would like to be considered, please contact your HR
representative so they can inform the appropriate departments of your desires.
We continue to make progress with the regulatory process and anticipate a successful close but,
like the majority of mergers at this stage of the process, do not yet know the exact date when we
will become one company, Exterran. As we have repeatedly emphasized, until the proposed
transaction officially closes, Universal and Hanover must continue to compete vigorously. Our
customers expect that, and the antitrust laws demand it.
It is critical for us to stay focused on our day-to-day business and to continue to operate as
independent companies. Both Hanover and Universal have a history of success. Much of our success
is due to your efforts.
Thank you.
OPERATIONS
Operations is about execution and consistent delivery of excellent service to our customers
globally. In order to achieve this, we will maintain geographically organized operations
management supported by a functional support infrastructure that assures a consistent global focus.
These positions will report to Brian Matusek.
The operations managers will be responsible for assuring safe, efficient service delivery, and
expanding growth in new and existing markets. These leaders will be:
North American Operations Region 1 Rob Rice
North American Operations Region 2 Kevin Bourbonnais
Latin American Operations Joe Kishkill
Europe, Africa, Asia, and Australia Operations Norrie McKay
The functional support infrastructure will include the following groups and managers:
The Total Solutions group will be led by Steve Gill, who will be responsible for turnkey
construction, project management, and the balance of plant engineering for our integrated services.
He will also oversee global business development for total solutions and gas processing plants.
Marketing and Business Development will report to Rob Price, who will be responsible for the global
marketing strategy for services and products including pricing strategies, business models,
marketing support documentation, applications engineering, and strategic equipment inventory and
allocation.
The Global Accounts group will be responsible for overseeing relationships with worldwide strategic
customers. This group will be led by Kirk Townsend.
Global Fleet Services will be responsible for all global compression and production equipment
assets, including tracking, technical and operations support, setting and maintaining configuration
specifications and standard operating procedures. This group will be led by Gerald Meinecke.
QHSE will be responsible for developing and measuring standards for HSE, Quality, and the process
improvement efforts to assure effective service delivery in a safe manner. This role will filled by
Steve Abernathy.
The U.S. Operation Integration Manager will be Mickey McDonald. This role will work with the two
North American Operations managers to ensure smooth transition of the two organizations into the
new service delivery model.
Exterran organizational structure
- Operations
Source: Steering Committee
Global Accounts
K. Townsend
North American
Operations -
Region 1
R. Rice
Global Fleet
Services
G. Meinecke
Latin American
Operations
J. Kishkill
Europe, Asia, Africa
& Australia
Operations
N. McKay
Marketing/
Business Dev
R. Price
QHSE
S. Abernathy
Total Solutions
S. Gill
North American
Operations -
Region 2
K. Bourbonnais
Operations
B. Matusek
U. S. Operations
Integration
M. McDonald
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SUPPLY CHAIN, MANUFACTURING, ENGINEERING AND REAL ESTATE SERVICES
Supply Chain, Manufacturing, Engineering and Real Estate Services reporting to Dan Newman are
accountable for the delivery of cost effective and timely products to our global organization.
Peter Dawes will lead the Compression Manufacturing Facilities in Houston (NHR and Brittmoore
Road), Canada and the remanufacturing facility in Davis, OK.
Don Ray will lead Production and Processing Equipment and High-Spec Compression Fabrication
facilities in Columbus, TX, Victoria, TX, Schulenburg, TX, Broken Arrow, OK, and Broussard, LA.
A similar role will be announced at a future date relating to Europe and the Middle East. That
position will have a dual reporting relationship to Dan Newman and the Europe, Asia, Africa, and
Australia operations leadership.
BT Gay will lead the Singapore Manufacturing Facility and will be responsible for fabrication of
FPSO construction and the associated equipment that will be produced for installation.
Mike Denman will lead the Global Supply Chain organization and will be responsible for the
strategic planning and implementation of activities related to purchasing, materials management,
logistics, trade control and warranty.
Dave Egbert will assume the Global Real Estate role and will oversee the real estate and major
capital facility expenditures and the oversight of the U.S. vehicle fleet program.
Anthony Mason will be the Global Quality & Lean Manufacturing leader. He will be responsible for
maximizing throughput at all manufacturing facilities worldwide through a rigorous focus in the
areas of quality, lean manufacturing, order management/scheduling and global capacity planning.
Alvaro Guzman will lead HSE. He will be responsible for developing and measuring standards for
Health Safety and Environmental effort and assure effective service delivery in a safe manner.
The Human Resources business partner function will be announced at a later date. This role will be
responsible for leading the development and implementation of agreed corporate and
manufacturing-specific HR strategies and initiatives related to the employee life cycle on a
worldwide basis for these organizations. This role has a dual reporting relationship to
manufacturing and corporate HR.
We will be announcing at a later date a position that will report to Dan Newman, which will lead
the Global Engineering Organization. This position will be responsible for driving our global
engineering process, standardization efforts, product development design strategies and our
engineering development programs.
Exterran organizational structure
- Supply Chain, Manufacturing, Engineering, and Real Estate Services
Source: Steering Committee
Global Real
Estate
D. Egbert
HR Business
Partner - TBD
Compression
P. Dawes
Global Quality
and Lean
A. Mason
Europe and
Middle East
TBD
Singapore
BT Gay
Global
Engineering
TBD
HSE
A. Guzman
Global Supply
Chain
M. Denman
Production and
Processing
D. Ray
Supply Chain &
Manufacturing
D. Newman
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FINANCE AND ACCOUNTING
The Finance and Accounting organization will report to Michael Anderson. His direct reports
include:
Kenny Bickett will lead the Accounting group as our Corporate Controller where he will be
responsible for both internal and external financial reporting.
Greek Rice will lead our Tax group where he will be responsible for the organizations compliance
with all federal, state, local and foreign tax laws and regulations, preparation and filing of tax
returns, and tax management strategy.
Dave Edelmaier will lead our Treasury group and handle banking and insurance activities, and cash
management.
Bill Butzner will lead our Internal Audit efforts where he will have responsibility for design and
implementation for our audit program and for maintenance and testing of accounting and financial
control systems.
David Oatman will lead our Investor Relations group where he will be responsible for corporate
earnings and investor communications.
Larry Lucas will lead our Financial Planning and Analysis group where he will have primary
responsibility for our organizations short- and long-term financial plans, business performance
analysis, and capital expenditure approval process and analysis.
Stephen York will lead our Information Technology and ERP group and will be responsible for the
organizations information technology functions including our Enterprise Resource Planning system
design, implementation and maintenance, technology applications, database management, network
systems, telecommunications and data processing operations.
Exterran organizational structure
- Finance
Source: Steering Committee
Information
Technology /
ERP
S. York
Accounting
K. Bickett
Treasury
D. Edelmaier
Internal Audit
B. Butzner
Financial
Planning &
Analysis
L. Lucas
Investor
Relations
D. Oatman
Tax
G. Rice
Finance
M. Anderson
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CORPORATE DEVELOPMENT
Corporate Development, reporting to Brad Childers, will be responsible for long-term strategic
planning and for mergers and acquisitions activities.
Jeff Jacobsen will be responsible for Strategic Planning, charged with developing the long-term
strategic plan, as well as managing the groups business evaluations tools and processes and
participating in transactions.
Mike Wasson and Bill Bowers will be joining Corporate Development. They will have responsibility
for opportunity identification and evaluation and project management responsibilities for the
transactions and processes to capture growth opportunities through mergers and acquisitions.
Exterran organizational structure
- Corporate Development
Source: Steering Committee
Corp Development
B. Childers
Corporate Development
M. Wasson
Corporate Development
B. Bowers
Strategic
Planning
J. Jacobsen
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HUMAN RESOURCES
Human Resources is organized to provide strategic support to the business with globally focused
teams driving a performance based environment. Steve Muck heads up this group, which includes the
following groups:
Compensation and Benefits will be responsible for assuring that all Exterrans compensation and
benefit programs are competitive globally and administered with agreed standards. This group will
be led by Patrick Price.
HRIS (Human Resources Information Services) will manage global employee information, U.S. payroll,
and interface with the ERP group providing the technology platform for maintaining HR data and
records. This group will be led by Shirley Morris.
Talent Management provides global recruiting standards at a professional level, manages employee
career development and growth, succession planning, and performance management systems. Training
for both technical and soft skills will be managed by this group along with the entry level
engineer programs. The leader of this group will be announced at a later date.
Communications will manage the delivery of employee and business related information through
internal channels with the goal to improve overall communication and knowledge of major initiatives
across our global workforce. The leader of this group will be announced at a later date.
Health, Safety and Environment Regulatory and Policy will assure that our HSE policies, processes,
systems and tools are in place create and maintain a safe workplace, and comply with all applicable
HSE regulations globally. Project risk review and crisis management procedures will be established
by this group, which will be led by Denver Roopchand.
Business Partners work closely with their respective client groups and are the link between the
business unit and the human resources function, and report directly to the business leaders, (with
the exception of individual supporting multiple Corporate groups). They support the development and
implementation of programs to assure consistent practice while customizing them to the unique needs
of their business area. These positions will be:
Corporate
North American Operations Region 1
North American Operations Region 2
Latin American Operations
Europe, Asia, Africa, and Australia Operations
Global Manufacturing
Exterran organizational structure
- Human Resources
Source: Steering Committee
Human Resources
S. Muck
Business
Partner
- NA Ops Reg 1
Talent Mgmt
TBD
Comp &
Benefits
P. Price
HR Information
Services
S. Morris
Com-
munications
TBD
HSE Regulatory
& Policy
D. Roopchand
Business
Partner
- NA Ops Reg 2
Business
Partner
- LA
Business
Partner
Manufacturing
Business
Partner
- E, A, A & A
To be announced
at later date
Business
Partner
Corporate
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LEGAL
Legal, reporting to Donald Wayne, has been structured to provide quality and efficient legal
services to the company world-wide, and will include the following groups:
Corporate Compliance and SEC Reporting, will be responsible for developing, implementing and
monitoring the companys corporate compliance program and overseeing legal compliance with SEC
reporting requirements, and will be led by Sue Kean. In addition, this group will be responsible
for supporting the legal needs of the companys manufacturing group and the master limited
partnership.
North America will be responsible for supporting the legal needs of the companys North American
operations (including the United States and Canada), and will be led by Kelly Battle.
Latin America will be responsible for supporting the legal needs of the companys Latin American
operations (including Mexico and countries south), and will be led by Beto Kuhn.
Europe, Asia, Africa, and Australia will be responsible for supporting the legal needs of the
companys operations in those areas, and will be led by Nick Polley.
Corporate Secretary will be responsible for corporate governance matters and assisting in the
organization of the affairs of the companys and the master limited partnerships boards of
directors, and will be led by Susan Miller.
Contracts Management and Administration, which will be responsible for the administration and
management of company contracts world-wide, will be led by Meredith Anderson.
Exterran organizational structure
- Legal
Source: Steering Committee
North America
K. Battle
Legal
D. Wayne
Latin America
B. Kuhn
Europe, Asia,
Africa &
Australia
N. Polley
Corporate
Compliance
and SEC
Reporting
S. Kean
Corporate
Secretary
S. Miller
Contracts
Management &
Administration
M. Anderson
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Forward-Looking Statements
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 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 and the 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 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.
Additional Information
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.