CLINTON, Conn., May 31, 2018 /PRNewswire/ -- Connecticut
Water Service, Inc. (NASDAQ: CTWS) today announced that it and SJW
Group (NYSE: SJW) have amended the terms of the companies' merger
agreement.
The amended agreement, which was unanimously approved by the
Connecticut Water Board of Directors, includes a new go-shop
provision, pursuant to which Connecticut Water, with the assistance
of its financial advisors, will actively solicit proposals for an
alternative merger, acquisition or other strategic transaction
involving Connecticut Water. Connecticut Water has a right
under the amended merger agreement to review and negotiate any
alternative proposals received from third parties until
11:59 p.m. Eastern time on
July 14, 2018.
Carol Wallace, Chairman of the
Connecticut Water Board of Directors, said, "The Connecticut Water
Board and management team are committed to acting in the best
interests of the Company and our shareholders. Before
announcing our agreement with SJW Group, the Board considered
various alternatives and determined that the SJW Group merger
delivered on this objective, providing substantial value to our
shareholders both in the near-and long-term. We have heard
from many stakeholders who also believe in the value and important
benefits that the SJW Group merger provides for our shareholders,
customers, employees and communities. We believe this
additional step and public process by the Board is appropriate to
allow all of our shareholders to have full confidence in the
Company's strategic direction and to know that every viable
alternative has been explored."
In connection with the solicitation process, Connecticut Water
and its financial advisors will begin soliciting third party
indications of interest today. Eversource Energy (NYSE: ES) will be
among those invited to participate, however, Connecticut Water
reaffirmed that the Board does not believe that Eversource's
current $63.50 per share proposal is
a superior proposal to the SJW Group merger agreement.
Moreover, the Connecticut Water Board has unanimously determined
that it would not agree to a transaction with Eversource on the
terms currently proposed, regardless of the outcome of the proposed
SJW Group merger, because the Connecticut Water Board believes that
the current Eversource proposal substantially undervalues
Connecticut Water.
At this time, Connecticut Water remains subject to the SJW Group
merger agreement, and the Connecticut Water Board has not changed
its recommendation in favor of the merger of equals with SJW
Group. As previously announced on March 15, 2018, under the terms of the agreement,
Connecticut Water shareholders will receive 1.1375 shares of SJW
Group common stock for each share of Connecticut Water common stock
they own, the equivalent of $64.72
per share based on SJW Group's closing stock price as of
April 25, 2018.1
Following closing of the transaction, Connecticut Water
shareholders will own approximately 40 percent of the combined
company and SJW Group shareholders will own approximately 60
percent, on a fully diluted basis.
Wells Fargo Securities, LLC is serving as Connecticut Water's
financial advisor and Sullivan & Cromwell LLP as its legal
counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in
Clinton, Connecticut. CTWS is the
parent company of The Connecticut Water Company, The Maine Water
Company, The Avon Water Company, and The Heritage Village Water
Company. Together, these subsidiaries provide water service to more
than 450,000 people in Connecticut
and Maine, and wastewater service
to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995, as
amended. Some of these forward-looking statements can be
identified by the use of forward-looking words such as "believes,"
"expects," "may," "will," "should," "seeks," "approximately,"
"intends," "plans," "estimates," "projects," "strategy," or
"anticipates," or the negative of those words or other comparable
terminology.
The accuracy of such statements is subject to a number of risks,
uncertainties and assumptions including, but not limited to, the
following factors: (1) the risk that the conditions to the
closing of the transaction are not satisfied, including the risk
that required approvals from the shareholders of the Company or the
stockholders of SJW Group for the transaction are not obtained;
(2) the risk that the regulatory approvals required for the
transaction are not obtained, or that in order to obtain such
regulatory approvals, conditions are imposed that adversely affect
the anticipated benefits from the proposed transaction or cause the
parties to abandon the proposed transaction; (3) the risk that
the anticipated tax treatment of the transaction is not obtained;
(4) the effect of water, utility, environmental and other
governmental policies and regulations; (5) litigation relating
to the transaction; (6) uncertainties as to the timing of the
consummation of the transaction and the ability of each party to
consummate the transaction; (7) risks that the proposed
transaction disrupts the current plans and operations of SJW Group
or the Company; (8) the ability of SJW Group and the Company
to retain and hire key personnel; (9) competitive responses to
the proposed transaction; (10) unexpected costs, charges or
expenses resulting from the transaction; (11) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the transaction;
(12) the combined companies' ability to achieve the growth
prospects and synergies expected from the transaction, as well as
delays, challenges and expenses associated with integrating the
combined companies' existing businesses; and (13) legislative
and economic developments. These risks, as well as other
risks associated with the proposed transaction, are more fully
discussed in the joint proxy statement/prospectus that is included
in the Registration Statement on Form S-4 filed by SJW Group with
the SEC on April 25, 2018 in
connection with the proposed transaction and the Company's
quarterly report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 9, 2018.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to the Company's overall
business and financial condition, including those more fully
described in the Company's filings with the SEC including its
annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall
business, including those more fully described in SJW Group's
filings with the SEC including its annual report on Form 10-K for
the fiscal year ended December 31,
2017. Forward looking statements are not guarantees of
performance, and speak only as of the date made, and neither the
Company or its management nor SJW Group or its management
undertakes any obligation to update or revise any forward-looking
statements.
Additional Information and Where to Find It
In connection with the proposed transaction between the Company
and SJW Group, SJW Group filed with the SEC a Registration
Statement on Form S-4 that includes a joint proxy statement of the
Company and SJW Group that also constitutes a prospectus of SJW
Group. The Company will also file a GREEN proxy card with the
SEC, and the Company and SJW Group may also file other documents
with the SEC regarding the proposed transaction. This
document is not a substitute for the joint proxy
statement/prospectus, Form S-4 or any other document which the
Company or SJW Group has filed or may file with the SEC.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND SJW GROUP ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the
Form S-4 and joint proxy statement/prospectus and any other
documents filed with the SEC by the Company or SJW Group through
the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by the Company will be made available
free of charge on the Company's investor relations website at
https://ir.ctwater.com. Copies of documents filed with the
SEC by SJW Group will be made available free of charge on SJW
Group's investor relations website at
https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation
of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, sale or solicitation would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. 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, and otherwise in accordance
with applicable law.
Participants in the Solicitation
The Company, SJW Group and certain of their respective directors
and officers, and other members of management and employees, may be
deemed to be participants in the solicitation of proxies from the
holders of the Company and SJW Group securities in respect of the
proposed transaction between the Company and SJW Group.
Information regarding the Company's directors and officers is
available in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 2017
and its proxy statement for its 2018 annual meeting dated
April 6, 2018, which are filed with
the SEC. Information regarding the SJW Group's directors and
officers is available in SJW Group's annual report on Form 10-K for
the fiscal year ended December 31,
2017 and its proxy statement for its 2018 annual meeting
dated March 6, 2018, which are filed
with the SEC. Investors may obtain additional information regarding
the interest of such participants by reading the Form S-4 and the
joint proxy statement/prospectus and other documents filed with the
SEC by the Company and SJW Group. These documents will be
available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
(860) 664-6016
dmeaney@ctwater.com
Investors
Mike
Verrechia / Bill Dooley
Morrow Sodali, LLC
(800) 662-5200
CTWS@morrowsodali.com
Media
Joele
Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
1 April 25, 2018 represents the date of the last
unaffected stock price before an unsolicited proposal for SJW Group
was made public. The value per share of the merger of equals with
SJW Group is not fixed and fluctuates based on SJW Group's stock
price.
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SOURCE Connecticut Water Service, Inc.