FILED BY ENERFLEX LTD.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
AND DEEMED FILED PURSUANT TO RULE 14A-12
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
SUBJECT COMPANY: EXTERRAN CORPORATION
COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON
FORM F-4 FILED BY ENERFLEX LTD.: 333-263714
ENERFLEX LTD.
OFFICERS CERTIFICATE
TO: | Alberta Securities Commission |
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des Marchés Financiers Québec
Nova Scotia Securities Commission
Financial and Consumer Services Commission New Brunswick
Office of the Superintendent of Securities Service Newfoundland and Labrador
The Office of the Superintendent Securities, Consumer, Corporate and Insurance Services Division, Office of the Attorney General Prince Edward Island
Office of the Superintendent of Securities, Department of Justice, Government of the Northwest Territories
Office of the Yukon Superintendent of Securities
Office of the Superintendent of Securities Nunavut
RE: | Special meeting of the shareholders, of Enerflex Ltd. (the Corporation), to be held on October 11, 2022 (the Meeting) |
I, Justin Pettigrew, Corporate Secretary & Associate General Counsel, Corporate of the Corporation, hereby certify for and on behalf of the Corporation, and not in my personal capacity and without personal liability, that in connection with the Meeting, the Corporation:
(a) | has arranged to have proxy-related materials for the Meeting sent in compliance with the applicable timing requirements set forth in Sections 2.9 and 2.12 of National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer (NI 54-101); |
(b) | has arranged to have carried out all of the requirements of NI 54-101 in addition to those described in paragraph (a) above; and |
(c) | is relying upon Section 2.20 of NI 54-101 in connection with the abridgement of certain of the time periods specified in NI 54-101. |
DATED as of the 9th day of September, 2022.
ENERFLEX LTD. | ||||
Per: | (signed) Justin Pettigrew | |||
Name: | Justin Pettigrew | |||
Title: | Corporate Secretary & Associate General Counsel, Corporate |
NO OFFER OR SOLICITATION
This document 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 contains a detailed description of the Transaction and is available under Enerflexs SEDAR profile at www.sedar.com, on EDGAR at www.sec.gov, and on Enerflexs 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, 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 SECs 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 Enerflexs 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 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 Exterrans 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 Exterrans shareholders in connection with the Transaction. Information about Exterrans directors and executive officers and their ownership of Exterrans securities is set forth in Exterrans definitive proxy statement on Schedule 14A filed with the SEC on March 17, 2021, and may also be obtained free of charge at Exterrans 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 Enerflexs executive officers and directors in Enerflexs 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 Enerflexs 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.