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. TO HOLD SPECIAL SHAREHOLDER MEETING ON PROPOSED ACQUISITION OF EXTERRAN CORPORATION
NEWS RELEASE
Calgary, Alberta August
23, 2022 Enerflex Ltd. (Enerflex or the Company) (EFXTSX) 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 Enerflexs SEDAR profile at www.sedar.com and on Enerflexs 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 Enerflexs
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 managements 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