SJW Group and Connecticut Water Announce Early Termination of Hart-Scott-Rodino Waiting Period for Merger of Equals

4/30/18

SAN JOSE, Calif. & CLINTON, Conn.--(BUSINESS WIRE)--SJW Group (NYSE: SJW) and Connecticut Water Service, Inc. (NASDAQ: CTWS) today announced that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the companies’ merger of equals. The transaction, as previously announced on March 15, 2018, was unanimously approved by both companies’ boards of directors, and remains on track to close during the fourth quarter of 2018.

Under the terms of the companies’ agreement, Connecticut Water shareholders will receive 1.1375 shares of SJW Group common stock for each share of Connecticut Water common stock they own, the equivalent of $64.72 per share, based on SJW Group’s closing stock price as of April 25, 2018, the day SJW Group filed its Preliminary S-4 Proxy Statement and the day prior to when California Water Service announced its non-binding indication of interest. SJW Group and Connecticut Water shareholders will own 60% and 40%, respectively, of the combined company at close.

Both companies’ boards of directors continue to believe that the merger of equals is a unique opportunity that has the potential to create significant value for the shareholders of both companies, as well as benefits for customers, employees and the communities both companies serve. The boards of directors of SJW Group and Connecticut Water believe there is great value-creation potential for both companies’ shareholders in owning shares in a combined company that will be a leading, pure-play water company with the scale, management, financial strength and geographic diversity to excel operationally and financially. These benefits are expected to drive a higher future growth profile and associated share price appreciation.

The transaction remains subject to customary closing conditions and approvals, including the approval of the issuance of shares in the transaction by SJW Group shareholders, the approval of Connecticut Water shareholders, the approvals of the Connecticut Public Utilities Regulatory Authority and the Maine Public Utilities Commission and the approval of the Federal Communications Commission. SJW Group recently filed with the Securities and Exchange Commission a registration statement on Form S-4 that includes a joint proxy statement of SJW Group and Connecticut Water regarding their merger of equals.

J.P. Morgan is serving as financial advisor to SJW Group and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor.

Wells Fargo Securities, LLC is serving as financial advisor to Connecticut Water, and Sullivan & Cromwell

LLP is legal counsel.

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.

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.

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