- Culligan to acquire AquaVenture in an all-cash transaction
valued at approximately $1.1 billion
- AquaVenture shareholders to receive $27.10 per share in
cash
- AquaVenture to join Culligan’s leading consumer water
service and solutions platform as a privately held company
Culligan, the innovative brand in consumer-focused and
sustainable water solutions and services, and AquaVenture Holdings
Limited (NYSE: WAAS) (“AquaVenture”), a leading multinational
developer and provider of sustainable Water-as-a-Service® (WAAS®)
solutions, today announced they have entered into a definitive
agreement under which Culligan will acquire AquaVenture for $27.10
per share in an all-cash transaction valued at approximately $1.1
billion, including AquaVenture’s net debt.
AquaVenture has grown to become one of the leading WAAS solution
providers in North America, the Caribbean and Latin America. The
company offers point-of-use filtered water systems and related
services to more than 55,000 institutional and commercial customers
across the U.S. and Canada, and desalination and wastewater
treatment solutions to governmental, municipal, industrial and
hospitality customers throughout the Americas.
The transaction will result in AquaVenture joining Culligan’s
leading consumer water service and solutions platform as a
privately held company. Under Culligan’s ownership, AquaVenture
will continue its focus on providing world-class service and
innovative water treatment solutions for its customers.
“AquaVenture is a leading player in water purification solutions
with a strong record of innovation,” said Scott Clawson, CEO of
Culligan. “We are excited to work with the AquaVenture team and
look forward to the many opportunities ahead.”
Culligan responsibly provides safe, soft, clean water that
improves consumer’s health and wellness. The company has set a high
standard in the industry for premium drinking water and is a
trusted partner to residences, offices, restaurants and industrial
facilities throughout the world. Culligan is a total solutions
provider with its complete suite of water filtration systems and
treatment solutions. Culligan is owned by Advent International, one
of the largest and most experienced global private equity
investors.
“We are pleased to reach this agreement to join forces with
Culligan and its leading presence in the global water industry, and
believe it delivers compelling value to all AquaVenture
stakeholders,” said Anthony Ibargüen, President and CEO of
AquaVenture. “Our leadership team is proud of the development and
success of AquaVenture, and excited for what our employees can
accomplish in partnership with Culligan in the future”.
Transaction Details
Under the terms of the agreement, AquaVenture shareholders will
receive $27.10 in cash for each ordinary share of AquaVenture they
own. The all-cash purchase price represents a premium of
approximately 25% to AquaVenture’s closing share price on December
20, 2019, and a premium of approximately 33% to AquaVenture’s
90-day volume weighted average share price.
Culligan has fully committed debt financing to support the
transaction, along with equity financing provided by investment
funds affiliated with Advent International. There are no financing
contingencies contemplated under the terms of the merger
agreement.
The transaction has been unanimously approved by AquaVenture’s
Board of Directors and is expected to close in early April 2020,
subject to AquaVenture shareholder approval, regulatory approvals
and the satisfaction of other customary closing conditions.
Upon the completion of the transaction, AquaVenture will become
a privately held company, and shares of its common stock will no
longer be listed on any public market.
Citi and UBS are serving as financial advisors to AquaVenture.
Goodwin Procter LLP is serving as legal advisor to AquaVenture, and
Weil, Gotshal & Manges LLP is serving as legal advisor to
Culligan.
About Culligan
Founded in 1936 by Emmett Culligan, Culligan is a world leader
in delivering water solutions that will improve the lives of its
customers. The company offers some of the most technologically
advanced, state-of-the-art water filtration and treatment products.
Culligan's products include water softeners, drinking water
systems, whole-house systems and solutions for businesses.
Culligan's network of franchise dealers is the largest in the
world, with over 900 dealers in 90 countries. Many Culligan dealers
have valuable equity in their communities as multigenerational
family owners of their franchises. For more information visit:
www.culligan.com.
About AquaVenture Holdings Limited
AquaVenture Holdings (NYSE: WAAS) is a multinational provider of
WAAS solutions that provide customers a reliable and cost-effective
source of clean drinking and processed water primarily under
long-term contracts that minimize capital investment by the
customer. AquaVenture is comprised of two operating platforms:
Quench, a leading provider of filtered water systems and related
services with over 155,000 units installed at institutional and
commercial customer locations across the U.S. and Canada; and Seven
Seas Water, a multinational provider of desalination and wastewater
treatment solutions, providing more than 8.5 billion gallons of
potable, high-purity industrial grade and ultra-pure water per year
to governmental, municipal, industrial and hospitality customers.
For more information visit: www.aquaventure.com
About Advent International
Founded in 1984, Advent International is one of the largest and
most experienced global private equity investors. The firm has
invested in over 350 private equity transactions in 41 countries,
and as of June 30, 2019, had $54 billion in assets under
management. With 15 offices in 12 countries, Advent has established
a globally integrated team of over 200 investment professionals
across North America, Europe, Latin America and Asia. The firm
focuses on investments in five core sectors, including business and
financial services; healthcare; industrial; retail, consumer and
leisure; and technology. After 35 years dedicated to international
investing, Advent remains committed to partnering with management
teams to deliver sustained revenue and earnings growth for its
portfolio companies. For more information, visit:
www.adventinternational.com
Cautionary Statement Regarding Forward-Looking
Statements
This announcement contains forward-looking statements, including
statements about the expected impact of this transaction on
Culligan’s and AquaVenture’s financial and operating results and
business, the operation and management of AquaVenture after the
acquisition, the anticipated funding for the transaction, and the
timing of the closing of the acquisition. Although Culligan and
AquaVenture believe that the assumptions upon which their
respective forward-looking statements are based are reasonable,
these statements involve risks and uncertainties, and actual
results could differ materially from those discussed. Factors that
could cause or contribute to such differences include, but are not
limited to, the receipt and timing of regulatory approvals for the
transaction, the possibility that the transaction may not close,
the reaction to the transaction of AquaVenture’s customers and
business partners, the reaction of competitors to the transaction,
the retention of AquaVenture employees, Culligan’s plans for
AquaVenture, economic conditions in the global markets in which
Culligan and AquaVenture operate, the future growth of
AquaVenture’s and Culligan’s businesses and the possibility that
integration following the transaction may be more difficult than
expected.
More information about these and other factors can be found in
AquaVenture’s most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other filings
with the Securities and Exchange Commission (SEC). Neither Culligan
nor AquaVenture accept any responsibility for any financial or
operational information contained in this press release relating to
the business, results of operations or financial condition of the
other. Each of Culligan and AquaVenture expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, AquaVenture will
file a proxy statement with the Securities and Exchange Commission
(SEC). Additionally, AquaVenture will file other relevant materials
in connection with the proposed acquisition of AquaVenture by
Culligan. The materials to be filed by AquaVenture with the SEC may
be obtained free of charge at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by AquaVenture on AquaVenture’s
website at https://aquaventure.com or by contacting AquaVenture
investor relations at investors@aquaventure.com or the investors
hotline at 855-278-WAAS (9227). INVESTORS AND SECURITY HOLDERS OF
AQUAVENTURE ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Certain Information Regarding Participants
AquaVenture and its directors, executive officers and other
persons, may be deemed to be participants in the solicitation of
proxies of AquaVenture shareholders in connection with the proposed
transaction. Information concerning the interests of AquaVenture’s
participants in the solicitation, which may, in some cases, be
different than those of AquaVenture’s shareholders generally, is
set forth in the materials filed by AquaVenture with the SEC,
including in AquaVenture’s definitive proxy statement filed with
the SEC on April 26, 2019, and will be set forth in the proxy
statement relating to the proposed transaction when it becomes
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20191223005134/en/
Media Inquiries Andy Kellogg Culligan
Andy.kellogg@culligan.com 847.430.1360
AquaVenture Holdings investors@aquaventure.com Investors
Hotline: 855-278-WAAS (9227)
Advent International Andrew Johnson or Anna Epstein Finsbury
Tel: +1 646 805 2000 Adventinternational-US@finsbury.com
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