Eversource Strongly Criticizes Recent Actions by Connecticut Water’s Board of Directors
Eversource Energy (NYSE: ES) today strongly criticized the recently disclosed amendments to the merger agreement between Connecticut Water Service, Inc. (Nasdaq: CTWS) and SJW Group (NYSE: SJW) (“San Jose Water”).
Eversource believes that the recent actions taken by Connecticut Water reinforce that its board and management team are not seriously considering the superior proposal by Eversource. Connecticut Water is continuing to attempt to solidify San Jose Water as the acquirer in a transaction that is not in the best interest of Connecticut Water shareholders.
Connecticut Water has initiated a severely limited go-shop process that fails to reflect a sincere intention to consider superior alternatives to the San Jose Water transaction. In soliciting proposals, Connecticut Water has not provided access to due diligence information that is not already publicly available, nor has it provided access to the company’s senior management. Both of these actions would be standard practice in go-shop processes designed to solicit competitive bids on a level playing field.
Importantly, Connecticut Water and San Jose Water have also refused to eliminate or reduce the $28.1 million break-up fee while simultaneously extending the tail period applicable to the break-up fee from 12 to 15 months and providing San Jose Water with additional rights to match competing proposals. These are highly preclusive actions that are not in the best interest of Connecticut Water’s shareholders. Eversource believes that the go-shop process has been designed to create the illusion that Connecticut Water’s board is finally fulfilling its fiduciary duties without it actually doing so.
If Connecticut Water and San Jose Water were to eliminate the break-up fee and Eversource’s superior proposal was accepted by Connecticut Water, cash savings of up to $2.25 per share1 would be available for Eversource to consider increasing its $63.50 per share offer to Connecticut Water shareholders. This would represent significantly greater value than San Jose Water’s all-stock takeover proposal, which was valued at $61.86 per share by Connecticut Water in materials it filed with the SEC on the day the transaction was announced.
Eversource remains committed to delivering its compelling and superior proposal to Connecticut Water shareholders but will not participate in this severely limited go-shop process. Eversource will continue to urge Connecticut Water shareholders to vote “AGAINST” the inferior San Jose Water merger proposal by completing the BLUE proxy card once Eversource files definitive proxy materials with the U.S. Securities and Exchange Commission.
For more information on Eversource’s superior proposal for Connecticut Water, please visit www.betterCTwater.com.
Eversource (NYSE: ES) transmits and delivers electricity and natural gas and supplies water to approximately 4 million customers in Connecticut, Massachusetts and New Hampshire. Recognized as the top U.S. utility for its energy efficiency programs by the sustainability advocacy organization Ceres, Eversource harnesses the commitment of its more than 8,000 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. For more information, please visit our website (www.eversource.com). For more information on our water services, visit www.aquarionwater.com.
Forward Looking Statements:
This news release includes statements concerning Eversource Energy’s (“Eversource”) expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, readers can identify these forward-looking statements through the use of words or phrases such as “estimate,” “expect,” “anticipate,” “intend,” “plan,” “project,” “believe,” “forecast,” “should,” “could” and other similar expressions. Forward-looking statements are based on current expectations, estimates, assumptions or projections and are not guarantees of future performance. These expectations, estimates, assumptions or projections may vary materially from actual results. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by important factors that could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to, in the case of Eversource’s proposal to acquire Connecticut Water, the fact that we may fail to reach agreement on terms of a potential transaction with Connecticut Water, or fail to complete any such transaction on a timely basis or on favorable terms; the negative effects on Connecticut Water’s business resulting from the pendency of the merger proposals; that we may not receive regulatory approvals within the expected timeframe; that we may not be able to close the proposed transaction with Connecticut Water promptly and effectively, or at all; cyber-attacks or breaches, including those resulting in the compromise of the confidentiality of our proprietary information and the personal information of our customers; acts of war or terrorism or grid disturbances that may disrupt our transmission and distribution systems; ability or inability to commence and complete our major strategic development projects and opportunities; actions or inactions of local, state and federal regulatory, public policy and taxing bodies; substandard performance of suppliers; climate change; disruption to our transmission and distribution systems; new technology and conservation of energy; contamination or failure of our water supplies; unauthorized access to confidential and proprietary information; changes in laws, regulations or regulatory policy; changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability; changes in business conditions, which could include disruptive technology related to our current or future business model; changes in weather patterns, including extreme weather and other effects of climate change; reputational risk; changes in levels or timing of capital expenditures; technological developments and alternative energy sources; disruptions in the capital markets or other events that make Eversource’s access to necessary capital more difficult or costly; developments in legal or public policy doctrines; changes in accounting standards and financial reporting regulations; actions of rating agencies; and other presently unknown or unforeseen factors.