Enerflex Ltd. ("Enerflex" or the "Company")
(EFX–TSX) is pleased to announce that it has set
the date for the special shareholder meeting to consider and vote
on the resolution in connection with the proposed acquisition (the
"Transaction") of Exterran Corporation ("Exterran"), to create a
premier integrated global provider of energy infrastructure. The
special meeting will be held on October 11, 2022 for Enerflex
shareholders of record at the close of business on September 9,
2022.
A management information circular (the
"Circular") and related meeting and proxy materials in connection
with the Transaction will be mailed to Enerflex shareholders in the
coming weeks and will be made available under Enerflex's SEDAR
profile at www.sedar.com and on Enerflex's website at
www.enerflex.com. All Enerflex shareholders are urged to read the
Circular in its entirety, as it will contain important information
concerning the Transaction, and are encouraged to vote in person or
by proxy. Details on how to vote and participate in the special
meeting will be available in the Circular.
ABOUT THE TRANSACTION
On January 24, 2022, the Company announced the
proposed acquisition of Exterran, in which Enerflex would acquire
all of the outstanding shares of common stock of Exterran by
issuing 1.021 common shares of Enerflex in exchange for each share
of Exterran. The closing of the Transaction is subject to obtaining
regulatory approvals and approval by shareholders of Enerflex and
Exterran, and satisfying other conditions that are customary for a
transaction of this type, which are fully described in the
Agreement and Plan of Merger that has been entered into by
Enerflex, Enerflex US Holdings Inc., and Exterran and is available
under Enerflex's SEDAR profile at www.sedar.com.
ADVISORY REGARDING FORWARD-LOOKING
INFORMATION
This news release contains forward-looking
information within the meaning of applicable Canadian securities
laws and within the meaning of the safe harbor provisions of the US
Private Securities Litigation Reform Act of 1995. These statements
relate to management’s expectations about future events, results of
operations, and the future performance (both financial and
operational) and business prospects of Enerflex, Exterran, or the
combined entity. All statements other than statements of historical
fact are forward-looking statements. The use of any of the words
"anticipate", "future", "plan", "contemplate", "create",
"continue", "estimate", "expect", "intend", "propose", "might",
"may", "will", "shall", "project", "should", "could", "would",
"believe", "predict", "forecast", "pursue", "potential",
"objective", "capable", and similar expressions are intended to
identify forward-looking information. In particular, this news
release includes (without limitation) forward-looking information
pertaining to: the creation of a premier integrated global provider
of energy infrastructure; the mailing to Enerflex shareholders of
the Circular and related meeting and proxy materials in connection
with the Transaction in the coming weeks and the content included
therein; closing of the Transaction and the timing associated
therewith, if at all; the satisfaction of closing conditions to the
Transaction in a timely manner, if at all; and the receipt of all
necessary regulatory and/or competition approvals on terms
acceptable to Enerflex and Exterran.
All forward-looking information in this news
release is subject to important risks, uncertainties, and
assumptions, which are difficult to predict and which may affect
Enerflex's operations, including, without limitation: the
satisfaction of closing conditions to the Transaction in a timely
manner, if at all; receipt of all necessary regulatory and/or
competition approvals on terms acceptable to Enerflex and Exterran;
the impact of economic conditions, including volatility in the
price of crude oil, natural gas, and natural gas liquids, interest
rates, and foreign exchange rates; industry conditions, including
supply and demand fundamentals for crude oil and natural gas, and
the related infrastructure, including new environmental, taxation,
and other laws and regulations; expectations and implications of
changes in government regulation, laws, and income taxes;
environmental, social, and governance matters; business disruptions
resulting from the ongoing COVID-19 pandemic; the ability to
continue to build and improve on proven manufacturing capabilities
and innovate into new product lines and markets; increased
competition; insufficient funds to support capital investments
required to grow the business; the lack of availability of
qualified personnel or management; political unrest; and other
factors, many of which are beyond the control of Enerflex. Readers
are cautioned that the foregoing list of assumptions and risk
factors should not be construed as exhaustive. While Enerflex
believes that there is a reasonable basis for the forward-looking
information included in this news release, as a result of such
known and unknown risks, uncertainties, and other factors, actual
results, performance, or achievements could differ and such
differences could be material from those expressed in, or implied
by, these statements. The forward-looking information included in
this news release should not be unduly relied upon as a number of
factors could cause actual results to differ materially from the
results discussed in these forward-looking statements, including
but not limited to: the completion and related timing for
completion of the Transaction; the ability of Enerflex and Exterran
to timely receive any necessary regulatory, shareholder, stock
exchange, lender, or other third-party approvals to satisfy the
closing conditions of the Transaction, if at all; interloper risk;
the ability to complete the Transaction on the terms contemplated
by Enerflex and Exterran, or at all; the ability of the combined
entity to realize the anticipated benefits of, and synergies from,
the Transaction and the timing and quantum thereof; consequences of
not completing the Transaction, including the volatility of the
share prices of Enerflex and Exterran, negative reactions from the
investment community, and the required payment of certain costs
related to the Transaction; actions taken by government entities or
others seeking to prevent or alter the terms of the Transaction;
potential undisclosed liabilities unidentified during the due
diligence process; the accuracy of the pro forma financial
information of the combined entity; the interpretation of the
Transaction by tax authorities; the success of business integration
and the time required to successfully integrate; the focus of
management's time and attention on the Transaction and other
disruptions arising from the Transaction; the ability to maintain
desirable financial ratios; the ability to access various sources
of debt and equity capital, generally, and on acceptable terms, if
at all; the ability to utilize tax losses in the future; the
ability to maintain relationships with partners and to successfully
manage and operate integrated businesses; risks associated with
technology and equipment, including potential cyberattacks; the
occurrence of unexpected events such as pandemics, war, terrorist
threats, and the instability resulting therefrom; risks associated
with existing and potential future lawsuits, shareholder proposals,
and regulatory actions; and those factors referred to under the
heading "Risk Factors" in Enerflex's Annual Information Form
("AIF") and Exterran's Form 10-K, each for the year ended December
31, 2021, and in Enerflex's Management's Discussion and Analysis
and Exterran's Form 10-Q, each for the three and six months ended
June 30, 2022, available on SEDAR and EDGAR, respectively.
The forward-looking information contained herein
is expressly qualified in its entirety by the above cautionary
statement. The forward-looking information included in this news
release is made as of the date of this news release and, other than
as required by law, Enerflex disclaims any intention or obligation
to update or revise any forward-looking information, whether as a
result of new information, future events, or otherwise. This news
release and its contents should not be construed, under any
circumstances, as investment, tax, or legal advice.
NO OFFER OR SOLICITATION
This news release is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an
offer to sell, any securities or the solicitation of any vote in
any jurisdiction pursuant to the proposed Transaction or otherwise,
nor shall there be any sale, issuance, or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made, except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
In connection with the proposed Transaction,
Enerflex and Exterran have filed and will file relevant materials
with the SEC. These materials include a Registration Statement
containing a proxy statement/prospectus on appropriate form of
registration statement regarding each of Enerflex and Exterran,
respectively. The proxy statement/prospectus contains, and the
definitive proxy statement/prospectus will contain, important
information about the proposed Transaction and related matters. The
Circular will contain a detailed description of the Transaction and
will be available under Enerflex's SEDAR profile at www.sedar.com
as well as on Enerflex's website at www.enerflex.com. INVESTORS AND
SHAREHOLDERS ARE URGED AND ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS AND/OR THE CIRCULAR CAREFULLY WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive
proxy statement, the preliminary proxy statement, and other
relevant materials in connection with the Transaction and any other
documents filed by the Company with the SEC, may be obtained free
of charge at the SEC's website at www.sec.gov, and with SEDAR, may
be obtained free of charge from the SEDAR website at www.sedar.com.
The documents filed by Enerflex with the SEC and SEDAR may also be
obtained free of charge on Enerflex's website at www.enerflex.com.
Alternatively, these documents, when available, can be obtained
free of charge from Enerflex upon written request to Enerflex Ltd.,
Attn: Investor Relations, Suite 904, 1331 Macleod Trail SE,
Calgary, Alberta, Canada T2G 0K3, or by calling +1.403.387.6377.
The documents filed by Exterran with the SEC may be obtained free
of charge at Exterran's website at www.exterran.com. Alternatively,
these documents, when available, can be obtained free of charge
from Exterran upon written request to
investor.relations@exterran.com or by calling +1.281.836.7000.
PARTICIPANTS IN THE
SOLICITATION
Enerflex, Exterran, and their respective
directors and executive officers may be deemed, under SEC rules, to
be participants in the solicitation of proxies from Exterran's
shareholders in connection with the Transaction. Information about
Exterran's directors and executive officers and their ownership of
Exterran's securities is set forth in Exterran's definitive proxy
statement on Schedule 14A filed with the SEC on March 17, 2021, and
may also be obtained free of charge at Exterran's website at
www.exterran.com. Alternatively, these documents can be obtained
free of charge from Exterran upon written request to
investor.relations@exterran.com or by calling +1.281.836.7000. You
may obtain information about Enerflex's executive officers and
directors in Enerflex's AIF, which was filed with SEDAR on February
23, 2022. These documents may be obtained free of charge from the
SEDAR website at www.sedar.com and may also be obtained free of
charge at Enerflex's website at www.enerflex.com. Alternatively,
these documents can be obtained free of charge from Enerflex upon
written request to Enerflex Ltd., Attn: Investor Relations, Suite
904, 1331 Macleod Trail SE, Calgary, Alberta, Canada T2G 0K3, or by
calling +1.403.387.6377. Additional information regarding the
interests of all such individuals in the proposed Transaction is
included in the proxy statement relating to the Transaction as
filed with the SEC, as amended.
ABOUT ENERFLEX
Enerflex is a single-source supplier of natural
gas compression, oil and gas processing, refrigeration systems, and
electric power generation equipment, including related in-house
engineering and mechanical services expertise. The Company's broad
in-house resources provide the capability to engineer, design,
manufacture, construct, commission, service, and operate
hydrocarbon handling systems. Enerflex's expertise encompasses
field production facilities, compression and natural gas processing
plants, gas lift compression, refrigeration systems, and electrical
power solutions serving the natural gas production industry.
Headquartered in Calgary, Alberta, Canada,
Enerflex has approximately 2,100 employees worldwide. Enerflex, its
subsidiaries, interests in associates, and joint operations operate
in Canada, the USA, Argentina, Bolivia, Brazil, Colombia, Mexico,
the United Kingdom, Bahrain, Kuwait, Oman, the United Arab
Emirates, Australia, New Zealand, Indonesia, Malaysia, and
Thailand. Enerflex operates three business segments: USA, Rest of
World, and Canada. Enerflex's shares trade on the Toronto Stock
Exchange under the symbol "EFX". For more information about
Enerflex, visit www.enerflex.com.
For investor and media enquiries, contact:
Marc
Rossiter |
Sanjay
Bishnoi |
Stefan
Ali |
President &Chief Executive
Officer |
Senior Vice President
&Chief Financial Officer |
Vice President,Strategy &
Investor Relations |
Tel: 403.387.6325 |
Tel: 403.236.6857 |
Tel: 403.717.4953 |
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