Application Demonstrates the Combination Delivers Benefits for Maine
Water Customers, Employees and Communities
Combined Company will be a Leading Water Utility with Focus on Local
Operations with Greater Financial Strength, Resources and Scale that
will Deliver Significant Benefits to Stakeholders Across the Entire
Combined Company
CLINTON, Conn. & SAN JOSE, Calif.–(BUSINESS WIRE)–Connecticut Water Service, Inc. (NASDAQ: CTWS) (“Connecticut Water”) and
SJW Group (NYSE: SJW) (“SJW Group”) today announced that the Maine Water
Company (“Maine Water”), an operating subsidiary of Connecticut Water,
has filed a new application with the Maine Public Utilities Commission
(“MPUC”) seeking approval of the previously announced merger of
Connecticut Water and SJW Group. The new application shows that the
merger provides immediate and long-term customer benefits, protects
jobs, and serves the interests of Maine Water’s customers, employees and
local communities.
The new application contains commitments to provide customer bill
credits and continued investments in infrastructure, including
investments in a new drinking water treatment facility in Biddeford,
Maine that would replace the current facility, which is 135 years old
and located in the Saco River’s flood zone.
Details on all the benefits for customers, employees and communities,
and provisions that provide financial protections for Maine Water and
its customers are detailed in the application filed with the MPUC and
will be considered during MPUC’s regulatory review.
“We have committed that Maine Water customers will continue to be served
by the same dedicated leadership team and local professional employees
they know and trust,” said Richard Knowlton, President, Maine Water. “In
the new application, we have also committed that there will be no job
reductions as a result of our parent company’s proposed merger with SJW
Group. Our people are passionate about delivering water service to their
fellow Mainers, while protecting local water resources and the
environment. The proposed merger will give Maine Water access to
increased financial resources and industry expertise to deliver on this
objective and better serve customers.”
“As a leading water utility, the combined company will have the
financial strength, scale, resources and sharing of best practices to
ensure families and communities will continue to receive safe and
reliable water service across all of our operations and that we deliver
the significant benefits of the transaction to our constituents in our
local service areas in Maine, California, Connecticut and Texas,” said
Eric Thornburg, Chairman, President and Chief Executive Officer of SJW
Group. “All of us understand and are guided by the understanding that
drinking water is local and people feel connected to the water resources
and water suppliers that serve their communities. Maine Water has a long
tradition of service and investments in the 21 communities it serves,
and the combination with SJW Group will only strengthen and deepen this
local connection.”
As previously announced on April 3, 2019, Connecticut Water and SJW
Group filed a joint merger approval application with the Connecticut
Public Utilities Regulatory Authority (“PURA”). PURA has assigned Docket
number 19-04-02 to that proceeding and has set a tentative final
decision date on the application for July 31, 2019. SJW Group and
Connecticut Water also will continue to work with the California Public
Utilities Commission (“CPUC”) in response to the CPUC’s Order
Instituting Investigation (“OII”) of the combination. The CPUC recently
suspended its OII pending a final decision by PURA.
Advisors
West Group Law PLLC and Brown Rudnick LLP are serving as local
regulatory counsel to SJW Group, and Murtha Cullina LLP is serving as
local regulatory counsel to Connecticut Water.
J.P. Morgan Securities LLC is serving as financial advisor to SJW Group,
and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel.
Wells Fargo Securities, LLC is serving as Connecticut Water’s financial
advisor, and Sullivan & Cromwell LLP as its legal counsel.
About Connecticut Water Service, Inc.
Connecticut Water Service, Inc. 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.
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
Company, SJWTX, Inc. and SJW Land Company. Together, San Jose Water
Company and SJWTX, Inc. provide water service to more than one million
people in San Jose and nearby communities in California, and in Canyon
Lake and nearby communities in Texas. SJW Land Company owns and manages
commercial real estate investments.
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 proposed transaction between SJW Group and Connecticut Water (the
“Merger”) are not satisfied; (2) the risk that the regulatory approvals
required for the Merger 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 Merger and that SJW
Group may be required to consummate the Merger 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 Merger; (6) the ability of
each party to meet expectations regarding timing, completion and
accounting and tax treatments of the Merger; (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 Merger;
(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 SJW Group or Connecticut Water;
(11) risks that the Merger disrupts the current plans and operations of
SJW Group or Connecticut Water; (12) potential difficulties by SJW Group
or Connecticut Water in employee retention as a result of the Merger;
(13) unexpected costs, charges or expenses resulting from the Merger;
(14) the effect of the pendency of the Merger on business relationships,
operating results, and business generally, including, without
limitation, competitive responses to the Merger; (15) risks related to
diverting management’s attention from ongoing business operations of
Connecticut Water or SJW Group; and (16) legislative and economic
developments.
In addition, actual results are subject to other risks and uncertainties
that relate more broadly to SJW Group’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, 2018, and to Connecticut Water’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, 2018. Forward-looking statements are not
guarantees of performance, and speak only as of the date made, and none
of SJW Group, its management, Connecticut Water or its management
undertakes any obligation to update or revise any forward-looking
statements except as required by law.
Contacts
SJW Group
Investors
Andrew Walters
Chief Administrative Officer, SJW
Group
408-279-7818, [email protected]
Media
John B. Tang
VP of Regulatory Affairs & Government
Relations, SJW Group
408-279-7933, [email protected]
Abernathy MacGregor
Chuck Dohrenwend, 212-371-5999, [email protected]
Nazan
Riahei, 213-630-6550, [email protected]
Connecticut Water
Daniel J. Meaney, APR
Director, Corporate Communications
860-664-6016
[email protected]
Joele Frank, Wilkinson Brimmer Katcher
Barrett Golden / Joseph Sala
212-355-4449
