CLINTON, Conn., Nov. 5, 2018 /PRNewswire/ -- Connecticut Water
Service, Inc. (NASDAQ: CTWS) today announced that leading
independent proxy advisory firm Institutional Shareholder Services
Inc. ("ISS") recommends that Connecticut Water shareholders vote
"FOR" the transaction with SJW Group (NYSE: SJW) on the
GREEN proxy card.
In its November 5, 2018 report,
ISS stated:1
- "The merger consideration, which evolved from an all-stock to
all-cash transaction, provides a significant premium."
- "The board also appears to have led a reasonable sales
process."
- "Given the premium to the unaffected share price and the
certainty of value inherent in the cash form of consideration,
support for the transaction is warranted."
Carol P. Wallace, Chairman of the
Connecticut Water Service Board, said, "We are pleased that ISS
recognizes the compelling value that Connecticut Water shareholders
will receive through this transaction and the thorough process that
the Connecticut Water Service Board undertook. Importantly, the
$70.00 per share cash offer
represents a 33% premium to Connecticut Water's unaffected closing
stock price on March 14,
20182 and exceeds our all-time high closing stock
price,3 which underscores the tremendous and immediate
upside created by this transaction. By voting "FOR"
the SJW Group transaction, shareholders are voting for significant,
certain, premium value, as well as benefits for employees,
customers and communities that we believe are fundamental to being
a successful utility company."
The Special Meeting of Shareholders will be held on November 16, 2018. The Connecticut Water Board of
Directors strongly urges Connecticut Water shareholders to vote
"FOR" the proposal to approve the SJW Group merger
agreement as well as all other proposals related to the SJW Group
transaction on the GREEN proxy
card TODAY.
Connecticut Water
reminds shareholders that their vote is important, no matter
how
many or how few shares they own.
Shareholders who have questions, need assistance in voting their
shares or would like
additional information should contact:
Morrow
Sodali Call toll-free (800) 662−5200 or
CTWS@morrowsodali.com
Or
MacKenzie
Partners Call toll-free (800) 322-2885 or
CTWS@mackenziepartners.com
|
To learn more about Connecticut Water's transaction with SJW
Group and the substantial value and significant benefits it will
provide, shareholders are encouraged to visit
www.sjw-ctws.com.
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.
Cautionary Statement Regarding 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 approval from the shareholders of Connecticut Water
for the transaction is not obtained; (2) the risk that the
regulatory approvals required for the transaction are not obtained,
on the terms expected or on the anticipated schedule; (3) the
effect of water, utility, environmental and other governmental
policies and regulations; (4) litigation relating to the
transaction; (5) the ability of the parties to the transaction
to meet expectations regarding the timing, completion and
accounting and tax treatments of the proposed transaction;
(6) the occurrence of any event, change or other circumstance
that could give rise to the termination of the transaction
agreement between the parties to the proposed transaction;
(7) changes in demand for water and other products and
services of Connecticut Water; (8) unanticipated weather
conditions; (9) 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 Connecticut Water's facilities,
operations, financial condition, results of operations, and
reputation; (10) risks that the proposed transaction disrupts
the current plans and operations of Connecticut Water;
(11) potential difficulties in employee retention as a result
of the proposed transaction; (12) unexpected costs, charges or
expenses resulting from the transaction; (13) the effect of
the announcement or pendency of the proposed transaction on
Connecticut Water's business relationships, operating results, and
business generally, including, without limitation, competitive
responses to the proposed transaction; (14) risks related to
diverting management's attention from ongoing business operations
of Connecticut Water; (15) the trading price of Connecticut
Water's common stock; and (16) legislative and economic
developments.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to Connecticut Water's
overall business and financial condition, including those more
fully described in Connecticut Water's filings with the U.S.
Securities and Exchange Commission (the "SEC"), including, without
limitation, its annual report on Form 10-K for the fiscal year
ended December 31, 2017 and its
quarterly report on Form 10-Q for the period ended June 30, 2018. Forward-looking statements
are not guarantees of performance, and speak only as of the date
made, and neither Connecticut Water nor its management undertakes
any obligation to update or revise any forward-looking statements
except as required by law.
Additional Information and Where to Find It
This communication relates to the proposed acquisition of
Connecticut Water by SJW Group. In connection with the proposed
transaction, on October 2, 2018,
Connecticut Water filed a definitive proxy statement on Schedule
14A and the accompanying GREEN proxy card with the SEC.
SHAREHOLDERS OF CONNECTICUT WATER
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to
obtain a copy of the definitive proxy statement and the other
documents filed by Connecticut Water with the SEC free of charge at
the SEC's web site, http://www.sec.gov, and shareholders of
Connecticut Water will also be able to obtain transaction-related
documents free of charge by directing a request to Connecticut
Water's Corporate Secretary, Kristen A.
Johnson, at Connecticut Water Service, Inc., 93 West Main
Street, Clinton, Connecticut
06413, or by telephone at 1-800-428-3985.
Participants in Solicitation
SJW Group and its directors and executive officers, and
Connecticut Water and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the
holders of Connecticut Water's common stock in respect of the
proposed transaction. Information about the directors and
executive officers of SJW Group is set forth in the proxy statement
for SJW Group's 2018 Annual Meeting of Stockholders, which was
filed with the SEC on March 6,
2018. Information about the directors and executive officers
of Connecticut Water is set forth in the proxy statement for
Connecticut Water's 2018 Annual Meeting of Shareholders, which was
filed with the SEC on April 6, 2018.
Investors may obtain additional information regarding the interest
of such participants by reading the definitive proxy statement
regarding the proposed transaction, which was filed on October 2, 2018, and other relevant materials
filed with the SEC regarding the proposed transaction.
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
Dan Burch / Laurie Connell
MacKenzie Partners, Inc.
(800) 322-2885
CTWS@mackenziepartners.com
Media
Joele Frank, Wilkinson Brimmer
Katcher
Barrett Golden / Joseph Sala
(212) 355-4449
1 Permission to use quotation neither sought nor
obtained.
2 The last trading day before the original SJW
Group transaction was announced.
3 Prior to the announcement of the revised
agreement with SJW Group on August 6,
2018.
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SOURCE Connecticut Water Service, Inc.