Filings Bring Merger of Equals One Step Closer to Successful Close
During Fourth Quarter 2018
Combined Company Will Be a Leading, Pure-Play Water Company with the
Scale, Management, Financial Strength and Geographic Diversity to Excel
Operationally and Financially
SAN JOSE, Calif. & CLINTON, Conn. -- (Business Wire)
SJW Group (NYSE: SJW) and Connecticut Water Service, Inc. (NASDAQ: CTWS)
(“Connecticut Water”) today announced that applications for the approval
of their merger of equals were filed on Friday, May 4, 2018, with the
Connecticut Public Utilities Regulatory Authority (“PURA”) and the Maine
Public Utilities Commission (“MPUC”). This brings the transaction one
step closer toward a successful close, which is expected to take place
during the fourth quarter of 2018.
“This is an important milestone in the regulatory approval process,”
stated David C. Benoit, president and CEO of CTWS. “We are eager to
demonstrate to our regulators the clear benefits of the merger for our
customers, employees and communities that can be realized through the
sharing of best practices, operational expertise and resources of the
combined company. Through the merger, we will have the unique benefit of
being able to maintain our presence and locally-based teams of water
professionals in Connecticut and Maine to deliver safe, reliable water
service in our communities while being part of a larger, stronger
national organization.”
In their applications, both companies detail the specific benefits of
the transaction and how it will serve the public interest. Among the
commitments made in the applications, both companies indicate that there
will be no changes to customer rates nor any job cuts or employee
layoffs as a result of the merger of equals.
Both companies’ boards of directors believe that the merger of equals is
a unique opportunity that will provide benefits for customers, employees
and the communities they serve. The combined company will be a leading,
pure-play water company with the scale, management, financial strength
and geographic diversity to excel operationally and financially.
The transaction remains subject to customary closing conditions and
approvals, including the approval of the issuance of shares by SJW Group
stockholders, the approval of Connecticut Water shareholders, the
approvals of the PURA and the MPUC and the approval of the Federal
Communications Commission. On April 30, 2018, SJW Group and Connecticut
Water announced that the Federal Trade Commission has granted early
termination of the Hart Scott Rodino waiting period for the companies’
merger of equals.
Please visit the SJW Group and Connecticut Water transaction website at www.sjw-ctws.com
for additional information on the merger of equals.
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 nearby
communities. SJW Land Company owns and operates commercial real estate
investments.
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 Connecticut Water 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 Connecticut Water or SJW Group; (8) the
ability of Connecticut Water and SJW Group 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 that has been filed with the Securities and Exchange Commission
(“SEC”) in connection with the proposed transaction.
In addition, actual results are subject to other risks and uncertainties
that relate more broadly to 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, and Connecticut Water’s overall business and
financial condition, including those more fully described in Connecticut
Water’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 SJW Group or its management nor Connecticut Water 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 SJW Group and
Connecticut Water, on April 25, 2018, SJW Group filed with the SEC a
Registration Statement on Form S-4 that includes a joint proxy statement
of SJW Group and Connecticut Water that also constitutes a prospectus of
SJW Group. These materials are not yet final and will be amended. SJW
Group and Connecticut Water 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 SJW Group or Connecticut Water may file with the SEC. INVESTORS
AND SECURITY HOLDERS OF SJW GROUP AND CONNECTICUT WATER 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 the joint proxy statement/prospectus and other documents filed with
the SEC by SJW Group and Connecticut Water through the website
maintained by the SEC at www.sec.gov.
Copies of documents filed with the SEC by SJW Group are available free
of charge on SJW Group’s investor relations website at https://sjwgroup.com/investor_relations.
Copies of documents filed with the SEC by Connecticut Water are
available free of charge on Connecticut Water’s investor relations
website at https://ir.ctwater.com/.
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
SJW Group, Connecticut Water 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 SJW Group and Connecticut Water securities in respect of the
proposed transaction. Information regarding 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.
Information regarding Connecticut Water’s directors and officers is
available in Connecticut Water’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.
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 SJW Group
and Connecticut Water. These documents are available free of charge from
the sources indicated above.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180507006103/en/
Contacts:
Connecticut Water
Daniel J. Meaney, APR, 860-664-6016
Director,
Corporate Communications
dmeaney@ctwater.com
or
Joele
Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden /
Joseph Sala, 212-355-4449
or
Maine Water
Richard
Knowlton, 207-282-1543
President
rknowlton@mainewater.com
or
Investors
Morrow
Sodali, LLC
Mike Verrechia / Bill Dooley, 800-662-5200
CTWS@morrowsodali.com
or
SJW
Group
Jayme Ackemann, 408-918-7247
Director, Corporate
Communications
jayme.ackemann@sjwater.com
or
Media
Abernathy
MacGregor
Ian Campbell, 213-630-6550
idc@abmac.com
or
Chuck
Dohrenwend, 212-371-5999
cod@abmac.com
or
Kendell
Moore, 212-371-5999
kem@abamac.com
or
Investors
Andrew
Walters, 408-279-7818
Chief Administrative Officer
andrew.walters@sjwater.com
or
Georgeson
LLC
William Fiske / Edward Greene, 212-440-9800
866-357-4029
SJW@Georgeson.com
Source: SJW Group
© 2024 Canjex Publishing Ltd. All rights reserved.