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Item 7.01
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Regulation FD Disclosure.
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On September 27, 2019, the Maine Public Utilities Commission (the “MPUC”) issued a formal notice setting the agenda for the MPUC’s open meeting scheduled for October 4, 2019. The agenda indicates that at the October 4, 2019 meeting the MPUC Commissioners (the “Commissioners”) expect to vote on whether to approve the indirect acquisition (the “Transaction”) of Maine Water Company by SJW Group pursuant to the terms of the Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 5, 2018, by and among SJW Group, Hydro Sub, Inc., a Connecticut corporation and a subsidiary of SJW Group, and Connecticut Water Service, Inc., (“CTWS”) a Connecticut corporation and the parent of Maine Water Company.
If the Commissioners vote to approve the Transaction, such vote will lead to the issuance of an approval order. This written order could be issued within a few business days after the vote. SJW Group and CTWS intend to close their merger pursuant to the Merger Agreement within three business days after the issuance of the MPUC’s written order. There can be no assurances that (i) the vote on whether or not to approve the Transaction will remain on the Commissioners’ agenda for the October 4, 2019 meeting, (ii) the Commissioners will vote to approve the Transaction at the October 4, 2019 meeting or at all or (iii) the MPUC will issue a written order on the expected timeline.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities 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 SJW Group transaction are not satisfied; (2) the risk that the regulatory approvals required for the proposed transaction are not obtained at all, or if obtained, on the terms expected or on the anticipated schedule; (3) the risk that the California Public Utilities Commission’s (“CPUC”) investigation of the proposed transaction may cause delays in or otherwise adversely affect the proposed transaction; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the proposed transaction; (6) the ability of each party to meet expectations regarding timing, completion and accounting and tax treatments of the proposed transaction; (7) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the proposed transaction; (8) changes in demand for water and other products and services; (9) unanticipated weather conditions; (10) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, terrorist acts, physical attacks, cyber-attacks, or other similar occurrences that could adversely affect the facilities, operations, financial condition, results of operations and reputation of CTWS; (11) risks that the proposed transaction disrupts the current plans and operations of CTWS; (12) potential difficulties in employee retention as a result of the proposed transaction; (13) unexpected costs, charges or expenses resulting from the proposed transaction; (14) the effect of the announcement or pendency of the proposed transaction on business relationships, operating results, and business generally, including, without limitation, competitive responses to the proposed transaction; (15) risks related to diverting management’s attention from ongoing business operations of CTWS; and (16) legislative and economic developments.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to CTWS’s overall business and financial condition, including those more fully described in its filings with the SEC, including, without limitation, its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 or its Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Forward-looking statements are not guarantees of performance, and speak only as of the date made, and neither CTWS nor its management undertakes any obligation to update or revise any forward-looking statements except as required by law.