Extraordinary Shareholders’ Meeting of Enerflex Ltd. scheduled for October 11, 2022
CALGARY, Alberta, Sept. 9, 2022 (GLOBE NEWSWIRE) — Enerflex Ltd. (TSX: EFX) (“Enerflex” or the “Company”), a leading provider of vertically incorporated products and facilities to the global energy industry, is pleased to announce today that it has submitted a control data circular and similar assembly documents (collectively, the “Circular”) at its next special shareholders’ meeting to be held on October 11, 2022 (the “Extraordinary Meeting”). In accordance with the needs of the Toronto Stock Exchange (“TSX”), the Company requests Enerflex shareholders to approve the issuance of non-unusual shares of Enerflex to holders of non-unusual shares of Exterran Corporation (“Exterran”) (NYSE: EXTN) in connection with Enerflex’s acquisition of Exterran (the “Transaction”). The Board of Directors of Enerflex unanimously recommends that Enerflex shareholders vote “IN FAVOUR” of the issuance of non-unusual shares in connection with the Transaction.
ABOUT THE TRANSACTION
As previously announced on January 24, 2022, Enerflex and Exterran agreed to a full-action business combination to create a leading embedded global provider of energy infrastructure and energy transition solutions. Under the terms of the merger agreement, Enerflex will obtain all of Exterran’s notable non-unusual percentages by issuing 1,021 non-unusual percentages from Enerflex in exchange for each of Exterran’s non-unusual percentages. Upon completion of the transaction, Enerflex shareholders will own approximately 72. 5% of the combined company on a non-diluted basis (73. 2% on a fully diluted basis).
Enerflex, in line with shareholders and consumers, will reap immediate benefits from the combined company’s expansion and scale and increased intensity of supplies serving the natural gas, energy and water markets. adjusted earnings before cash expenses, source of income taxes, depreciation and amortization (“EBITDA”), with an accumulation of approximately 20% in earnings consistent with consistent percentage (“EPS”) and 11% in consistent percentage money (“CFPS”) for Enerflex in line with shareholders. The transaction is also expected to unlock a significant price through reduced cyclicality, earning better margins and providing really broad profit synergies and charges.
Marc Rossiter, President and CEO of Enerflex, said: “With a renewed focus on the critical role of herbal fuel in energy security and decarbonisation and our global geographical presence, the rationale for this transaction is more potent than ever. As a combination company, with sustainedly advanced profitability and strong money generation, we will be in a position to reduce the leverage of our balance sheet and offer an incredible price for shareholders over the long term. We look to the future to unite those giant corporations and build on the momentum we are building on strong engineering system reserves and the advancement of our energy transition business, which have contributed to Enerflex’s third quarter 2022 reserves to date of approximately $175 million. and begin to know the price creation potential of the new Enerflex.
The Company has published a presentation on the combined corporate following the final of the Transaction on its website www. enerflex. com.
APPROVALS AND CLOSING
On September 6, 2022, the Company obtained conditional approval from the New York Stock Exchange (“NYSE”) for enerflex’s common stock directory in the NYSE. On September 7, 2022, the Company obtained conditional approval from the TSX board of directors for enerflex’s non-unusual shares that would possibly be issued in connection with the Transaction. In addition, on September 8, 2022, the U. S. Securities and Exchange Commission(S. )The U. S. Department of Homeland Security (“SEC”) declared the registration on Form F-4 effective. These approvals met the latest regulatory needs for the convening of the respective shareholders’ meetings. The Company expects to close the transaction early in the fourth quarter of 2022, subject to shareholder approval of Enerflex and Exterran and other standard final conditions.
EXTRAORDINARY SHAREHOLDERS’ MEETINGS
Enerflex’s special assembly to review and vote on the settlement related to the transaction will be held at Westin Calgary, 320 4th Avenue S. W. , Calgary, Alberta, on October 11, 2022 at nine a. m. m. (MST), for Registered Shareholders of Enerflex at the close of business on the ninth of September 2022. Exterran also expects to hold its special shareholders’ meeting to approve the transaction on October 11, 2022.
HOW TO VOTE
Only Enerflex shareholders registered at the close of business on 9 September 2022 have the right to vote at the special meeting. Enerflex shareholders should wait until the special meeting to vote and are encouraged to vote online, by phone or by mail, as soon as possible. The voting commands are detailed in the Circular.
The circular can be found on Enerflex’s profile at SEDAR in www. sedar. com, on EDGAR on www. sec. gov and on the Company’s online page on www. enerflex. com. Enerflex shareholders are requested to read the Circular, adding its annexes, conscientiously and in full. The description of the transaction in this press release is not intended to be complete and is presented and qualified in its entirety by reference to the circular.
CONSULTATIONS AND ASSISTANCE TO SHAREHOLDERS
The Company has engaged Morrow Sodali Global LLC (“Morrow Sodali”) to act as a proxy agent in connection with the Transaction. Enerflex shareholders who have questions about the circular or who would like voting assistance are encouraged to contact Morrow Sodali, toll-free in North America at 1 (888) 999-3016 or 1 (289) 695-3075 outside of North America, or by email at assist@morrowsodali. com.
NOTICE OF INFORMATION WITH FORWARD-LOOKING STATEMENTS
This press release comprises forward-looking data within the meaning of applicable Canadian securities legislation and within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements relate to the management expectations related to long-term events. . Aggregate the effects of long-term operations and functionality (both monetary and operational) and business customers of Enerflex, Exterran, or the combined entity. All statements other than statements of past facts are forward-looking statements. The use of any of the words “anticipate”, “long term”, “plan”, “contemplate”, “create”, “continue”, “estimate”, “expect”, “intend” Array “propose”, “could “, “can”, “will”, “shall”, “plan”, “should”, “could”, “do”, “believe”, “predict”, “plan”, “pursue”, “potential”, The expressions “objective”, “capable” and the like are intended to identify forward-looking data. In particular, this press release includes (but is not limited to) forward-looking data regarding the special meeting called for the transaction and the timing in connection therewith, the expected expansion in recurring earnings and adjusted EBITDA and the timing of related to this, the expected accumulation in EPS and CFPS and the timing related to this, the price that will be unlocked by reducing cyclicality, getting better margins and knowing really wide pricing and earnings synergies and the timing related to this, the end of the transaction in the fourth quarter of 2022, the receipt of required shareholder approvals and other standard final events and the schedule related thereto, and the schedule of Exterran’s ordinary shareholders’ meeting.
All forward-looking data contained in this press release is subject to vital threats, uncertainties and assumptions, which are difficult to anticipate and which could possibly affect Enerflex’s operations, including, without limitation: satisfaction of the timely completion of the Transaction, if any ; receipt of all required regulatory and/or competitive approvals on terms appropriate to Enerflex and Exterran; they have an effect on economic situations, adding volatility in the value of crude oil, herbal fuel and herbal fuel liquids, interest rates and exchange rates; industry situations, adding crude oil and herbal fuel sources and require foundations and similar infrastructure, adding new environmental, tax and other laws and regulations; expectations and implications of adjustments in government regulations, legislation and the source of income taxes; environmental, social and governance issues; business interruptions resulting from the existing COVID-19 pandemic; the ability to continue to expand and improve the production functions shown and to innovate new product lines and markets; increased competition; inadequate budget to support the capital investments needed to grow the business; lack of availability of a qualified body of workers or management; political instability; and other points, many of which are beyond Enerflex’s control. Readers are cautioned that the foregoing list of assumptions and threat points does not deserve to be construed as exhaustive. Although Enerflex believes that there is a moderate basis for the forward-looking data included in this press release, due to known and unknown threats, uncertainties and other points, actual effects, functionality or achievements may also differ, and such differences may also differ. only be draped to those expressed or implied through such statements. The forward-looking data included in this press release should not be unduly relied upon, as a number of items may also cause actual effects to differ slightly from those discussed in such forward-looking statements, including, but not limited to: the final touch and similar schedule for the final touch of the Operation; Enerflex’s and Exterran’s ability to timely obtain required approvals from stockholders, lenders or other third parties to satisfy final transaction issues, if any; threat of intruders; the ability to complete the transaction on the weighted terms through Enerflex and Exterran, or not to do so; the ability of the combined entity to realize the expected benefits and synergies of the transaction, and the timing and amount of the transaction; the consequences of not completing the Transaction, adding volatility in Enerflex and Exterran inventory values, adverse withdrawals from the investment network, and the required payment of insurance costs similar to the Transaction; movements made through government entities or others that seek to save you or adjust the terms of the Transaction; potential undisclosed liabilities that are not known during the due diligence process; the accuracy of the combined entity’s pro forma monetary data; interpretation of the tax authorities of the Transaction; the good fortune of business integration and the time required to achieve the good fortune of integration; the concentration of management’s time and attention on the Transaction and other interruptions arising from the Transaction; the ability to maintain desirable monetary relationships; the ability to access various debt and equity resources, generally, and on appropriate terms, if applicable; the ability to use long-term tax losses; the ability to maintain relationships with partners and, hopefully, manage and operate incorporated businesses; relevant threats with generation and equipment, adding possible cyberattacks; the occurrence of unforeseen occasions such as pandemics, wars, terrorist threats and the resulting abilities; relevant threats with existing and long-term legal proceedings, shareholder proposals and regulatory moves; and items referred to under “Risk Factors” on Enerflex’s Annual Information Form (“Annual Information Form”) and Exterran’s Form 10-K, each for the year ended December 31, 2021, as well as on Enerflex’s MD&A and Form 10-Q, each for the three- and six-month periods ended June 30, 2022, to be held on SEDAR and EDGAR, respectively.
The forward-looking data contained herein are expressly qualified in their entirety through the above warning statement. The forward-looking data included in this press release is made as of the date of this press release and, as required by law, Enerflex disclaims any purpose. or the legal responsibility to update or revise prospective data, whether as a result of new data, long-term events, or otherwise. This press release and its contents do not deserve to be construed in any way as legal, tax or investment advice.
NO OFFER OR REQUEST
This press release is for informational purposes only and does not constitute an offer to buy or a solicitation to sell securities or the solicitation to vote in any jurisdiction under the proposed transaction or otherwise, and there will be no sale, factor or movement of securities in any jurisdiction in violation of applicable law. No offer of securities shall be made through a prospectus that satisfies the needs 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 applicable documents with the SEC. These documents come with a record containing a power of attorney/prospectus on the proper form of record in relation to Enerflex and Exterran respectively. The proxy/prospectus comprises, and the final proxy/prospectus will contain, vital information about the proposed Transaction and similar matters. The circular comprises a detailed description of the transaction and is available on Enerflex’s professional register SEDAR at www. sedar. com, on EDGAR at www. sec. gov and on Enerflex’s website at www. enerflex. com. INVESTORS AND SHAREHOLDERS ARE ADVISED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND/OR CIRCULAR AS IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. Final ProxyArray of the initial proxy and other applicable documents in connection with the Transaction and any other documents filed through the Company with the SEC, may be received free of charge on the SEC’s website. on www. sec. gov, and on SEDAR, possibly free of charge on SEDAR’s online page at www. sedar. com. Documents filed through Enerflex with the SEC and SEDAR may also be received free of charge from Enerflex’s website at www. enerflex. com. Alternatively, such documents, when obtained, may possibly be received 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. Documents filed through Exterran with the SEC may be received free of charge on Exterran’s website at www. exterran. com. Alternatively, such documents, when available, may be received free of charge from Exterran upon written request to investor. relations@exterran. com or by calling 1 (281) 836-7000.
REQUEST FOR PARTICIPANTS
Enerflex, Exterran and their respective managers and officers would potentially be deemed under SEC regulations to be participants in Exterran’s stockholders’ solicitation of proxies in connection with the Transaction. Information about the directors and officers of Exterran and their ownership of Exterran securities is set forth in Exterran’s definitive power of attorney on Schedule 14A filed with the SEC on March 17, 2021, and may also possibly be downloaded without fee from the page online from Exterran at www. exterran. com. Alternatively, those fabrics may be downloaded free of charge from Exterran upon written request to inverter. relations@exterran. com or by calling 1 (281) 836-7000. Data on Enerflex’s executive officers and directors can be downloaded from Enerflex’s Annual Information Form, which was filed on SEDAR on February 23, 2022. These documents can be downloaded free of charge on SEDAR online. at www. sedar. com and can also be downloaded free of charge from Enerflex’s website at www. enerflex. com. Alternatively, those fabrics could possibly be unloaded without a fee 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 relating to the interests of all such persons in the proposed transaction is included in the power of attorney relating to the transaction, as filed with the SEC, as amended.
ABOUT ENERFLEX
Enerflex is an exclusive supplier of herbal fuel compression systems, oil and fuel processing, cooling systems and power generation equipment, adding similar in-house expertise in engineering and mechanical services. capacity for construction, commissioning and operation of oil handling systems. Enerflex’s expertise includes box production facilities, herbal fuel compression and processing plants, fuel injection compression, cooling systems and force source responses for the herbal fuel production industry.
Headquartered in Calgary, Alberta, Canada, Enerflex has approximately 2100 employees worldwide. Enerflex, its subsidiaries, related holdings and joint ventures operate in Canada, the United States, Argentina, Bolivia, Brazil, Colombia, Mexico, the United Kingdom, Bahrain, Kuwait, Oman, the United Arab Emirates, Australia, New Zealand and Indonesia, Malaysia and Thailand. Enerflex operates 3 business segments: the United States, the rest of the world and Canada. Enerflex’s non-unusual stock industry on the Toronto Stock Exchange under the symbol “EFX”. For more information about Enerflex, www. enerflex. com.
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