CLINTON, Conn., Nov. 16, 2018 /PRNewswire/ -- Connecticut
Water Service, Inc. (NASDAQ: CTWS) today announced that its
shareholders overwhelmingly voted to approve the Company's proposed
merger agreement with SJW Group (NYSE: SJW) at the Special Meeting
of Shareholders held today.
Carol P. Wallace, Chairman of the
Connecticut Water Service Board of Directors, said, "We appreciate
the strong support from our shareholders and look forward to
delivering significant value to our shareholders and meaningful
benefits to our customers, employees and the communities we serve.
Together with SJW Group, we will create a new leading, national,
pure-play water company focused on reliability, superior service
and environmental stewardship. Following the close of the
transaction, Connecticut Water will continue to be led locally with
a New England regional headquarters in Connecticut. The same trusted team of
passionate, dedicated employees who support our company and
operating utilities today will continue to support our company and
operating utilities after the transaction closes. We are excited
about our future with SJW Group."
Approximately 92.5% of the shares voted at the Special Meeting
were voted in favor of the SJW Group merger agreement, representing
approximately 68.7% of Connecticut Water's outstanding common stock
entitled to vote at the Special Meeting. Connecticut Water will
file the final vote results, as certified by the independent
Inspector of Election, with the U.S. Securities and Exchange
Commission (the "SEC") on a Form 8-K.
The transaction remains on track to close in the first quarter
of 2019, subject to customary closing conditions and regulatory
approvals. As previously announced, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act was terminated early
on April 27, 2018. Applications to
obtain regulatory approvals of the merger were filed with the
Connecticut Public Utilities Regulatory Authority and the Maine
Public Utilities Commission on July 18,
2018 and May 4, 2018,
respectively.
Upon completion of the proposed transaction, Connecticut Water's
shareholders will receive $70.00 in
cash for each share of Connecticut Water common stock owned.
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 SJW Group transaction are not satisfied;
(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 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 September 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.
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
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SOURCE Connecticut Water Service, Inc.