CLINTON, Conn., July 16, 2018 /PRNewswire/ -- Connecticut
Water Service, Inc. (NASDAQ: CTWS) today issued the following
statement regarding recent mischaracterizations of Eversource
Energy's (NYSE: ES) July 2, 2018
acquisition proposal. The Eversource proposal is to acquire all of
the outstanding shares of Connecticut Water common stock for
$64.00 per share in cash and/or in
Eversource common stock at the election of Connecticut Water
shareholders:
To avoid any confusion regarding
the terms of Eversource's revised acquisition proposal, Connecticut
Water clarified that Eversource's proposal is not for $66.00 per share. Eversource has only made
a less than 1 percent increase to $64.00 per share from its prior inadequate, below
market proposal.
In an attempt to continue to
mislead shareholders, Eversource has been incorrectly asserting
that it could deliver additional value to Connecticut Water
shareholders. As Connecticut Water clarified on June 18, 2018, Eversource's assertion is based on
the false premise that the termination fees required under the SJW
Group (NYSE: SJW) merger agreement would be avoided by Connecticut
Water or paid to Connecticut Water by SJW Group. It is
incorrect to assume that the breakup fee can be simply negated as
Eversource has suggested. As Eversource knows given its own
agreement to such fees in the past, this is a customary contractual
provision and Connecticut Water is legally obligated to it.
Notably, this is a two-way fee and is structured to provide
specific protections for Connecticut Water shareholders as
well.
Since 2010, 100 percent of
announced merger of equals transactions within the U.S. included a
termination fee. Notably, Eversource itself was formed in
2012 through a merger involving the former Northeast Utilities and
NSTAR, which included a termination fee of $135 million. Such fees have not served as
a barrier to competing proposals succeeding in other M&A
transactions, and we do not believe it should serve as a barrier
in this case if indeed Eversource is committed to paying full and
fair value for its change of control acquisition. This latest
tactic is indicative of Eversource's pattern of misleading
stakeholders and attempting to inflate the perceived value of their
offer, which does not provide the same value or benefits as the
merger of equals with the SJW Group.
Connecticut Water remains subject to the SJW Group amended
merger agreement, and its Board has not changed its recommendation
regarding the SJW Group merger.
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 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 transaction are not satisfied, including the risk
that required approvals from the shareholders of CTWS 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 CTWS; (8) the ability of SJW Group and CTWS 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
Securities and Exchange Commission (the "SEC") on April 25, 2018 in connection with the proposed
transaction, as amended by that Amendment No. 1 to Form S-4 filed
with the SEC on June 7, 2018 and that
Amendment No. 2 to Form S-4 filed with the SEC on June 25, 2018, and CTWS'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 CTWS's overall business
and financial condition, including those more fully described in
CTWS'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 CTWS 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 CTWS and SJW
Group, SJW Group filed with the SEC a Registration Statement on
Form S-4, as amended by that Amendment No. 1 to Form S-4 filed with
the SEC on June 7, 2018 and that
Amendment No. 2 to Form S-4 filed with the SEC on June 25, 2018, that includes a joint proxy
statement of CTWS and SJW Group that also constitutes a prospectus
of SJW Group. CTWS will also file a GREEN proxy card with the
SEC, and CTWS 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 CTWS or SJW Group has filed or may file
with the SEC. INVESTORS AND SECURITY HOLDERS OF CTWS 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 CTWS or SJW Group through the website maintained by the
SEC at www.sec.gov. Copies of documents filed with the SEC by
CTWS will be made available free of charge on CTWS'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
CTWS, 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 CTWS and SJW Group securities in respect of the proposed
transaction between CTWS and SJW Group. Information regarding
CTWS's directors and officers is available in CTWS'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 CTWS
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
View original
content:http://www.prnewswire.com/news-releases/connecticut-water-service-clarifies-mischaracterization-of-eversources-inferior-acquisition-proposal-300681465.html
SOURCE Connecticut Water Service, Inc.