Companies Remain Confident Merger Transaction
Would Provide Important Benefits for Customers, Communities and the
Employees Who Serve Those Communities
SJW Group (NYSE:SJW) (“SJW Group”) and Connecticut Water
Service, Inc. (NASDAQ: CTWS) (“Connecticut Water” or “CTWS”), the
parent company of the Maine Water Company (“Maine Water”),
announced today, consistent with the companies’ previously
announced evaluation of the regulatory approach in Connecticut for
the proposed merger of SJW Group and CTWS, that Maine Water
voluntarily requested to withdraw its application before the Maine
Public Utilities Commission. The companies noted that the
withdrawal is without prejudice and they reserve the right to
refile their petition.
This aligns the Maine regulatory process with that in
Connecticut, where the companies are evaluating their regulatory
approach in connection with the proposed merger – including the
possibility of submitting a new application to the Connecticut
Public Utilities Regulatory Authority (“PURA”). This will ensure
that any regulatory filings are consistent in both states and that
any commitments made in Connecticut will be appropriately reflected
in the Maine proceeding.
Maine Water’s President, Richard Knowlton, commented, “We thank
the Commission, the Office of the Public Advocate, and their staff
for their flexibility and accommodation in the conduct and
scheduling throughout this proceeding. The companies continue to
believe the combination is in the public interest, with the
potential to provide important and unique benefits for customers,
communities and the Maine Water employees who serve those
communities. We expect the merger can create efficiencies, generate
savings, and bring best practices that will benefit the customers
and communities the companies serve.”
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, with the
support of regulatory counsel, are reviewing their options and
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190123005403/en/
SJW GroupInvestorsAndrew
WaltersChief Administrative Officer, SJW Group408-279-7818,
andrew.walters@sjwater.com
MediaJayme AckemannDirector of
Corporate Communications, SJW Group408-918-7247,
Jayme.Ackemann@sjwater.com
Abernathy MacGregorChuck Dohrenwend, 212-371-5999,
cod@abmac.comNazan Riahei, 213-630-6550, nkr@abmac.com
Connecticut Water ContactsDaniel J. Meaney, APRDirector,
Corporate Communications860-664-6016dmeaney@ctwater.com
Joele Frank, Wilkinson Brimmer KatcherBarrett Golden / Joseph
Sala212-355-4449
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