Connecticut Water Advised of Connecticut Public Utilities Regulatory Authority (PURA) Draft Decision to Dismiss Application Without Prejudice
PURA Concludes that the Application for Approval of Change of Control is “Not Ripe for Review” at This Time Given Ongoing Go-Shop Process
Clinton, Conn., June 08, 2018 (GLOBE NEWSWIRE) --
- Connecticut Water Affirms Commitment to Open Go-Shop Process and Plans to Submit Application for Regulatory Approval After Conclusion of Go-Shop Process
Connecticut Water Service, Inc. (NASDAQ: CTWS) (“Connecticut Water”) issued the following statement:
The draft decision issued today by the Connecticut Public Utilities Regulatory Authority (PURA) to dismiss without prejudice the joint application of SJW Group and Connecticut Water for approval of a change of control was understandable given the active go-shop process in place. Connecticut Water understands PURA’s interest in conserving their resources and conducting their review once the go-shop process is completed. We look forward to making our PURA filing at the appropriate time following the conclusion of our previously announced go-shop process.
The June 8, 2018 PURA decision states that the application is “not ripe for review by the Authority” and concludes that Connecticut Water may file a new application “after its go-shop process is concluded and Connecticut Water has determined all the details of any proposed change of control or merger for which it seeks Authority approval.” The PURA decision further notes that, “upon receipt of any such new application, the Authority will open a new docket and commence a new 120-day review process.”
The application for the change in control was made on May 4, 2018, prior to Connecticut Water’s May 31, 2018 announcement that the merger agreement with SJW Group had been amended to include a go-shop process for Connecticut Water.
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.
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 SJW Group or Connecticut Water; (8) the ability of SJW Group and Connecticut Water 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 filed by SJW Group with the Securities and Exchange Commission (the “SEC”) on April 25, 2018 in connection with the proposed transaction, as amended by that Amendment No. 1 to Form S-4 filed with the SEC on June 7, 2018, and Connecticut Water’s quarterly report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 9, 2018.
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 its annual report on Form 10-K for the fiscal year ended December 31, 2017 and 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. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither Connecticut Water or its management nor SJW Group 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 Connecticut Water and SJW Group, SJW Group filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of Connecticut Water and SJW Group that also constitutes a prospectus of SJW Group. Connecticut Water will also file a GREEN proxy card with the SEC, and Connecticut Water and SJW Group 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 Connecticut Water or SJW Group has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS OF CONNECTICUT WATER AND SJW GROUP 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 joint proxy statement/prospectus and any other documents filed with the SEC by Connecticut Water or SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Connecticut Water will be made available free of charge on Connecticut Water’s investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group’s investor relations website at https://sjwgroup.com/investor_relations.
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
Connecticut Water, SJW Group 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 Connecticut Water and SJW Group securities in respect of the proposed transaction between Connecticut Water and SJW Group. 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. Information regarding the 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. 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 Connecticut Water and SJW Group. These documents will be available free of charge from the sources indicated above.
CONTACT: Connecticut Water Contacts Daniel J. Meaney, APR Director, Corporate Communications (860) 664-6016 firstname.lastname@example.org Investors Mike Verrechia / Bill Dooley Morrow Sodali, LLC (800) 662-5200 CTWS@morrowsodali.com Media Joele Frank, Wilkinson Brimmer Katcher Sharon Stern / Barrett Golden / Joseph Sala (212) 355-4449
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