Companies Remain Confident Merger Transaction Would Provide
Important, Unique Benefits for Connecticut Ratepayers, Communities and
the CTWS Employees Who Serve Those Communities
SAN JOSE, Calif. & CLINTON, Conn. -- (Business Wire)
SJW Group (NYSE:SJW) (“SJW Group”) and Connecticut Water Service, Inc.
(NASDAQ:CTWS) (“Connecticut Water” or “CTWS”) announced today that they
are continuing to evaluate their regulatory approach – including the
possibility of submitting a new application to the Connecticut Public
Utilities Regulatory Authority (“PURA”) – in connection with their
proposed merger. Pending this review, they have withdrawn their current
application before PURA.
The SJW Group and Connecticut Water merger agreement remains in effect
and the companies remain committed to the merger and to realizing its
many stakeholder benefits. The companies are confident that their
combination is in the public interest and that they have the technical,
financial and managerial suitability to create important benefits,
including rate reductions, and unique service and job protections, for
Connecticut customers and communities and the employees who serve them.
As the companies evaluate their next steps with the support of
regulatory counsel, they will be reviewing past utility transactions in
Connecticut that were able to overcome PURA concerns and obtain the
necessary regulatory approval. The companies are committed to a timely
review of their options, taking all appropriate steps to serve the best
interest of their respective stakeholders and shareholders.
About Connecticut Water Service, Inc.
Connecticut Water Service, Inc. is a publicly traded holding company
headquartered in Clinton, Connecticut. Connecticut Water Service, Inc.
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.
About SJW Group
SJW Group is a publicly traded holding company headquartered in San
Jose, California. SJW Group is the parent company of San Jose Water,
SJWTX, Inc. and SJW Land Company. Together, San Jose Water and SJWTX,
Inc. provide water service to more than one million people in San Jose,
California and nearby communities and in Canyon Lake, Texas and the
nearby communities. SJW Land Company owns and operates commercial real
estate investments.
Forward-Looking Statements
This press release 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 CTWS Acquisition are not satisfied; (2) the risk that the regulatory
approvals required for the CTWS Acquisition 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 may cause delays in or otherwise adversely affect the CTWS
Acquisition and that SJW may be required to consummate the CTWS
Acquisition prior to the CPUC’s issuance of an order with respect to its
investigation; (4) the effect of water, utility, environmental and other
governmental policies and regulations; (5) litigation relating to the
CTWS Acquisition; (6) the ability of each party to meet expectations
regarding timing, completion and accounting and tax treatments of the
CTWS Acquisition; (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 CTWS Acquisition; (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 or SJW; (11) risks that the
CTWS Acquisition disrupts the current plans and operations of CTWS or
SJW; (12) potential difficulties by CTWS or SJW in employee retention as
a result of the CTWS Acquisition; (13) unexpected costs, charges or
expenses resulting from the CTWS Acquisition; (14) the effect of the
announcement or pendency of the CTWS Acquisition on business
relationships, operating results, and business generally, including,
without limitation, competitive responses to the CTWS Acquisition; (15)
risks related to diverting management’s attention from ongoing business
operations of CTWS or the SJW; and (16) legislative and economic
developments.
In addition, actual results are subject to other risks and uncertainties
that relate more broadly to SJW’s overall business, including those more
fully described in its filings with the SEC, including, without
limitation, its Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, and to CTWS’s overall business, including those more
fully described in its filings with the SEC, including, without
limitation, 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 none of SJW, its
management, CTWS or its management undertakes any obligation to update
or revise any forward-looking statements except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190109005609/en/
Contacts:
SJW Group
Investors
Andrew Walters
Chief Administrative Officer, SJW
Group
408-279-7818, andrew.walters@sjwater.com
Media
Jayme Ackemann
Director of Corporate Communications, SJW
Group
408-918-7247, Jayme.Ackemann@sjwater.com
Abernathy MacGregor
Chuck Dohrenwend, 212-371-5999, cod@abmac.com
Nazan
Riahei, 213-630-6550, nkr@abmac.com
Connecticut Water
Daniel J. Meaney, APR
Director, Corporate Communications
860-664-6016
dmeaney@ctwater.com
Joele Frank, Wilkinson Brimmer Katcher
Barrett Golden / Joseph Sala
212-355-4449
Source: SJW Group
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