Enerflex Ltd. (TSX: EFX) ("Enerflex" or the "Company"), a leading
supplier of vertically integrated products and services to the
global energy industry, is pleased to announce today that leading
independent proxy advisory firms Institutional Shareholder Services
("ISS") and Glass, Lewis & Co. ("Glass Lewis") recommend that
Enerflex shareholders vote "FOR" the Company's proposed issuance of
common shares of Enerflex to the holders of common stock of
Exterran Corporation (NYSE: EXTN) ("Exterran") in furtherance of
Enerflex's acquisition of Exterran (the "Transaction").
Shareholders of record as of the close of business on September 9,
2022 are not required to wait until the Special Meeting of
Shareholders on October 11, 2022 (the "Special Meeting") to cast
their vote, and are encouraged to vote online, by telephone, or
mail at their earliest convenience.
“We are pleased that both ISS and Glass Lewis
recognize the merits of the Transaction and are aligned with our
Board of Directors' unanimous recommendation that shareholders vote
"FOR" the proposed issuance of common shares of Enerflex to the
holders of common stock of Exterran,” said Marc Rossiter,
Enerflex's President and Chief Executive Officer. “We strongly
believe that this strategic and transformational Transaction
represents the optimal path forward for Enerflex and will maximize
long-term shareholder value. We look forward to completing the
Transaction to create a premier integrated global provider of
energy infrastructure and energy transition solutions.”
The Enerflex Board of Directors urges Enerflex
shareholders to follow ISS' and Glass Lewis' recommendations to
vote "FOR" the issuance of Enerflex common shares pursuant to the
Transaction. Voting instructions are detailed in the Management
Information Circular dated September 8, 2022 (the "Circular"),
which is available under Enerflex's SEDAR profile at www.sedar.com,
on EDGAR at www.sec.gov, and on the Company's website at
www.enerflex.com.
SPECIAL SHAREHOLDER MEETING
The Enerflex Special Meeting to consider and
vote on the resolution in connection with the Transaction will be
held at The Westin Calgary, 320 4th Avenue S.W., Calgary, Alberta,
on October 11, 2022 at 9:00 a.m. (MDT), for Enerflex shareholders
of record at the close of business on September 9, 2022.
SHAREHOLDER QUESTIONS AND
ASSISTANCE
The Company has retained Morrow Sodali Global
LLC ("Morrow Sodali") to act as its proxy solicitation agent in
connection with the Transaction. Enerflex shareholders who have
questions regarding the Circular or require assistance with voting
are encouraged to contact Morrow Sodali, by telephone toll free in
North America at 1 (888) 999-3016 or at 1 (289) 695-3075 outside of
North America, or by e-mail at assistance@morrowsodali.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
U.S. 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 Special Meeting being called to consider the
Transaction and the timing in connection therewith.
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; 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 governmental
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 shareholder, 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 governmental 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 U.S. Securities and Exchange Commission ("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
definitive proxy statement/prospectus contains important
information about the proposed Transaction and related matters. The
Circular contains a detailed description of the Transaction and is
available under Enerflex's SEDAR profile at www.sedar.com, on EDGAR
at www.sec.gov, and 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 BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE
PARTIES TO THE TRANSACTION. The definitive 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 can be obtained
free of charge from Enerflex upon written request to Enerflex Ltd.,
Attn: Investor Relations, Suite 904, 1331 Macleod Trail S.E.,
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 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.
These documents may be obtained free of charge from the SEC's
website at www.sec.gov 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 S.E.,
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 common 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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