Eversource Reiterates Its Proposal to Acquire Connecticut Water Service for $63.50 Per Share
Eversource Energy (NYSE: ES) today reiterated its offer to acquire Connecticut Water Service, Inc. (Nasdaq: CTWS) at $63.50 per share in cash and/or Eversource shares. Eversource is not increasing its standing proposal, but is providing a clear path for Connecticut Water shareholders to receive incremental value above $63.50 per share. Eversource’s superior proposal continues to be a highly attractive option for Connecticut Water, with no financing contingency and no Eversource shareholder vote required for approval.
Additional value would be available for Connecticut Water shareholders if SJW Group (NYSE: SJW) (“San Jose Water”) terminates the pending merger agreement and pays the San Jose Water termination fee of $42.5 million to Connecticut Water. This equates up to approximately $3.41 per share of CTWS.
Additionally, if the pending merger agreement between Connecticut Water and San Jose Water is terminated such that Connecticut Water does not have to pay the $28.1 million termination fee to San Jose Water, that equates up to approximately $2.25 per share of CTWS.
Connecticut Water shareholders should note that San Jose Water and Connecticut Water can mutually agree to terminate their merger agreement at any time with no termination fees being owed by either party.
Importantly, both Connecticut Water and San Jose Water, as part of the preclusive Connecticut Water “go-shop” process, refused to eliminate or reduce the termination fees while simultaneously extending the tail period applicable to the termination fee payable by Connecticut Water 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 remains committed to delivering its compelling and superior proposal to Connecticut Water shareholders and continues 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.