CLINTON, Conn., Oct. 2, 2018 /PRNewswire/ — Connecticut Baptize Service, Inc. (NASDAQ: CTWS) today appear that it has filed complete proxy abstracts with the U.S. Securities and Exchange Commission (“SEC”) and is allegation a letter to shareholders in affiliation with the Special Meeting of Connecticut Baptize Shareholders to vote on the ahead appear transaction with SJW Group (NYSE: SJW). The Connecticut Baptize Account Board of Admiral absolutely recommends that shareholders “go green” and vote “FOR” the angle to accept the SJW Group alliance acceding as able-bodied as all added proposals accompanying to the SJW Group transaction on the GREEN proxy card. Importantly, not voting has the aforementioned aftereffect as a vote adjoin the transaction.
The Special Meeting will be captivated at 2:00 p.m. (Eastern Time) on November 16, 2018 at the offices of Connecticut Water, 93 West Main Street, Building 2, Clinton, CT 06413. Shareholders of almanac as of the aing of business on September 24, 2018 will be advantaged to vote at the Special Meeting.
Highlights from the letter include:
The abounding argument of the letter follows below:
AN IDEAL COMBINATION: CT WATER SJW GROUP
YOUR VOTE IS IMPORTANT
GO GREEN AND VOTE “FOR” THE SJW GROUP TRANSACTION TODAY
VOTE “FOR” SIGNIFICANT, CERTAIN, PREMIUM VALUE
VOTE “FOR” SUPERIOR CUSTOMER SERVICE, LOCAL JOBS AND COMMUNITY SUPPORT
VOTE “FOR” CONTINUED INVESTMENTS IN OUR WATER SYSTEMS
October 2, 2018
Dear Fellow Shareholder,
On November 16, 2018, Connecticut Baptize will authority a Special Meeting of Shareholders to accede the ahead appear accretion of our aggregation by SJW Group for $70 per allotment in cash. The Connecticut Baptize Account Board of Admiral is assured that this transaction is in the best interests of all Connecticut Baptize shareholders as able-bodied as those of our advisers and the barter and communities we serve.
Please go blooming and vote “FOR”the angle to accept the SJW Group alliance acceding as able-bodied as all added proposals included on the amid GREEN proxy agenda today. Through this combination, we will bear cogent amount to our shareholders and actualize abounding agitative allowances for our customers, advisers and communities.
Your vote is important no amount how abounding or how few shares you own, and not voting the GREEN proxy agenda is the aforementioned as voting adjoin the SJW Group transaction. Please additionally accumulate in apperception that the Special Meeting is artlessly about whether you abutment the aggregate with SJW Group and the allowances it will provide; it is different to Eversource Energy and its unsolicited proposal, which we accept ahead rejected.
A COMPELLING TRANSACTION THAT DELIVERS FULL VALUE FOR CONNECTICUT WATER SHAREHOLDERS
Under the acceding of our acceding with SJW Group, you will accept $70 in banknote for anniversary allotment of Connecticut Baptize accepted b you own. This all-cash application represents significant, certain, exceptional amount for your shares. Indeed, it:
MEANINGFUL BENEFITS FOR OUR CUSTOMERS, EMPLOYEES AND COMMUNITIES
In accession to accouterment cogent amount to Connecticut Baptize shareholders, the acceding with SJW Group provides important commitments and allowances to our customers, advisers and communities. These commitments and allowances are audible from abounding added accretion transactions, reflect our compassionate of the baptize business and authenticate the able allegation that SJW Group has to Connecticut Baptize and our stakeholders.
New civic baton with calibration and backbone to advance and grow: With SJW Group, we are partnering to actualize a new leading, national, pure-play baptize aggregation with a focus on chump service, reliability, ecology administration and agent advance and development. The accumulated aggregation will be the 3rd better investor-owned baptize and wastewater account in the U.S. based on activity amount and amount base, confined added than 1.5 actor bodies with about 700 employees. Our added advance belvedere will reflect our added scale, geographic assortment and able banking foundation, including a acclaim contour accepted to be constant with at atomic an “A-” rating. We will accept the adeptness and the backbone to abide authoritative important investments in our bounded baptize arrangement infrastructure, aloft account levels, believability and basic returns.
No change in chump rates: There will be no change in chump ante as a aftereffect of the transaction. Our operating companies, including Connecticut Water, Maine Water, Avon Baptize and Heritage Village Water, will all abide to be accountable to blank by their corresponding accompaniment authoritative commissions for ante and affection of service. The accumulated aggregation is accepted to be able to advantage economies of calibration to administer costs and bear allowances for our barter activity advanced while advancement commitments to advisers and the environment.
Best-in-class chump service: Connecticut Baptize has chump achievement rankings that consistently beat 90%.2 For SJW Group, carrying safe, apple-pie bubbler baptize is additionally a top priority, and you can apprehend us to abide our aloft chump account almanac able-bodied into the approaching afterwards our transaction has closed.
No transaction-related layoffs: There will be no layoffs as a aftereffect of our acceding – jobs will be adequate in the SJW Group transaction. Anniversary of our operating utilities and their barter will abide to be accurate locally by the complete aggregation of experienced, committed baptize professionals and leaders. This agency Connecticut Water, Maine Water, Avon Baptize and Heritage Village Baptize barter can abide to calculation on the bodies they apperceive and trust, and advisers can abide to calculation on a administration aggregation who ethics their assignment and service.
Local headquarters, bounded leadership, bounded operating teams and bounded cast names: We are admiring that our New England address as able-bodied as our administration aggregation will abide in Clinton, CT, with our accepted President and CEO, David Benoit, confined as President of the New England Region. In addition, the SJW Group Board of Admiral will be broadcast to accommodate two accepted associates of the Connecticut Baptize Account Board. This reflects SJW Group’s acceptance in our aggregation and its admiration to added ster the board’s adeptness in the New England market.
We will abide to accomplish as Connecticut Baptize Service, Inc., and anniversary of the Company’s accepted operating subsidiaries will abide to accomplish beneath their complete cast names.
Community investment, captivation and support: In accession to application our committed agent teams, we will advance able association ties and accord in association contest and organizations. We will abide to abutment bread-and-er development with investments in growth, assurance and reliability. In addition, the accumulated aggregation will account commitments for about $200 actor of anniversary basic investments beyond the accumulated operations, including a new apparent baptize ysis adeptness in Biddeford, ME.
VIGOROUS NEGOTIATIONS, ROBUST GO-SHOP PROCESS, NUMEROUS ENGAGEMENT EFFORTS
The actor amount and stakeholder allowances created by the SJW Group transaction are the artefact of active negotiations by your Board. These negotiations resulted in Connecticut Baptize accepting three cogent amount increases over SJW Group’s antecedent angle as able-bodied as allusive stakeholder allowances that beat commitments archetypal of added accretion transactions.
To accommodate Connecticut Baptize shareholders with complete aplomb that the SJW Group acceding provides the best amount for Connecticut Baptize shareholders, your Board conducted a able-bodied go-shop process. During the 45-day go-shop period, Connecticut Water, with the abetment of its absolute banking advisors, anon contacted added than 50 parties, including added than 20 baptize and adapted utilities and added than 30 banking sponsors, to actuate their absorption in exploring a abeyant transaction with Connecticut Water. No aloft proposals or break of absorption were received.
We agenda that Eversource was amid the parties arrive to participate in our go-shop process. Eversource beneath to do so. We accept additionally approved to appoint with Eversource to actuate if there were any paths aloft to the SJW Group agreement. Despite our efforts, Eversource has alone accepted its inadequate, below-market $64 per allotment proposal.
VOTE FOR SIGNIFICANT VALUE, RELIABLE SERVICE AND A COMMITMENT TO JOBS AND COMMUNITIES
VOTE “FOR” THE SJW GROUP TRANSACTION TODAY
The $70 per allotment banknote application in the SJW Group acceding delivers significant, certain, exceptional amount to our shareholders that exceeds our best aerial closing b price.
We apperceive that abounding Connecticut Baptize shareholders are additionally our employees, our barter and associates of the communities we serve, and we evaluated the SJW Group acceding – as able-bodied as added opportunities – with these factors in mind. The SJW Group acceding recognizes the different albatross we accept to our stakeholders as a bounded baptize account aggregation with a focus on accessible bloom and service, and we are admiring to accept accomplished an acceding that delivers on these considerations.
We accept the allusive allowances and protections for our stakeholders in the SJW Group acceding would not be accessible in added transactions, including an accretion by Eversource, accustomed its history of layoffs, connected account outages and well-documented almanac of poor service.
By activity blooming and voting “FOR” the SJW Group transaction on the GREEN proxy card,you are voting to accept significant, certain, exceptional amount of $70 per allotment in cash. You are additionally voting “FOR” stakeholder allowances that we accept are axiological to actuality a acknowledged account company.
SJW Group and Connecticut Baptize are an ideal combination. Accordingly, we appetite you to vote TODAY “FOR” the proposals accompanying to the SJW Group transaction by phone, Internet or by abiding the amid proxy agenda in the postage paid envelope provided.
Connecticut Baptize shareholders are brash to booty no activity in acknowledgment to ANY abstracts they may accept from Eversource and to DISCARD ALL BLUE proxy cards aloft receipt.
On account of the Connecticut Baptize Account Board of Directors, acknowledge you for your connected abutment of Connecticut Water.
Carol P. WallaceChairman, Connecticut Baptize Service, Inc. Board of Directors
Connecticut Baptize shareholders who accept questions or would like added advice should acquaintance Connecticut Water’s proxy solicitors: Morrow Sodali, toll-free at (800) 662-5200 or by email at [email protected], or MacKenzie Partners, toll-free at (800) 322-2885 or by email at [email protected]
To apprentice added about Connecticut Water’s transaction with SJW Group and the abundant amount and cogent allowances it will provide, shareholders are encouraged to appointment www.sjw-ctws.com.
CTWS is a about traded captivation aggregation headquartered in Clinton, Connecticut. CTWS is the ancestor aggregation of The Connecticut Baptize Company, The Maine Baptize Company, The Avon Baptize Company, and The Heritage Village Baptize Company. Together, these subsidiaries accommodate baptize account to added than 450,000 bodies in Connecticut and Maine, and wastewater account to added than 10,000 bodies in Connecticut.
Cautionary Account Apropos Forward-Looking Statements
This certificate contains advanced statements aural the acceptation of the Private Securities Litigation Reform Act of 1995, as amended. Some of these advanced statements can be articular by the use of advanced words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the abrogating of those words or added commensurable terminology.
The accurateness of such statements is accountable to a cardinal of risks, uncertainties and assumptions including, but not bound to, the afterward factors: (1) the accident that the altitude to the closing of the transaction are not satisfied, including the accident that appropriate approval from the shareholders of Connecticut Baptize for the transaction is not obtained; (2) the accident that the authoritative approvals appropriate for the transaction are not obtained, on the acceding accepted or on the advancing schedule; (3) the aftereffect of water, utility, ecology and added authoritative behavior and regulations; (4) litigation apropos to the transaction; (5) the adeptness of the parties to the transaction to accommodated expectations apropos the timing, achievement and accounting and tax treatments of the proposed transaction; (6) the accident of any event, change or added accident that could accord acceleration to the abortion of the transaction acceding amid the parties to the proposed transaction; (7) changes in appeal for baptize and added articles and casework of Connecticut Water; (8) unanticipated acclimate conditions; (9) catastrophic contest such as fires, earthquakes, explosions, floods, ice storms, tornadoes, agitator acts, concrete attacks, cyber-attacks, or added agnate occurrences that could abnormally affect Connecticut Water’s facilities, operations, banking condition, after-effects of operations, and reputation; (10) risks that the proposed transaction disrupts the accepted affairs and operations of Connecticut Water; (11) potential difficulties in agent assimilation as a aftereffect of the proposed transaction; (12) unexpected costs, accuse or costs consistent from the transaction; (13) the aftereffect of the advertisement or pendency of the proposed transaction on Connecticut Water’s business relationships, operating results, and business generally, including, after limitation, aggressive responses to the proposed transaction; (14) risks accompanying to breach management’s absorption from advancing business operations of Connecticut Water; (15) the trading amount of Connecticut Water’s accepted stock; and (16) legislative and bread-and-er developments.
In addition, absolute after-effects are accountable to added risks and uncertainties that chronicle added broadly to Connecticut Water’s all-embracing business and banking condition, including those added absolutely declared in Connecticut Water’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including, after limitation, its anniversary address on Form 10-K for the budgetary year concluded December 31, 2017 and its annual address on Form 10-Q for the aeon concluded June 30, 2018. Advanced statements are not guarantees of performance, and allege alone as of the date made, and neither Connecticut Baptize nor its administration undertakes any obligation to amend or alter any advanced statements except as appropriate by law.
Additional Advice and Where to Find It
This advice relates to the proposed accretion of Connecticut Baptize by SJW Group. In affiliation with the proposed transaction, on October 2, 2018, Connecticut Baptize filed a complete proxy account on Schedule 14A and the accompanying GREEN proxy agenda with the SEC. SHAREHOLDERS OF CONNECTICUT WATER ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and aegis holders will be able to access a archetype of the complete proxy account and the added abstracts filed by Connecticut Baptize with the SEC chargeless of allegation at the SEC’s web site, https://www.sec.gov, and shareholders of Connecticut Baptize will additionally be able to access transaction-related abstracts chargeless of allegation by administering a appeal to Connecticut Water’s Corporate Secretary, Kristen A. Johnson, at Connecticut Baptize Service, Inc., 93 West Main Street, Clinton, Connecticut 06413, or by blast at 1-800-428-3985.
Participants in Solicitation
SJW Group and its admiral and controlling officers, and Connecticut Baptize and its admiral and controlling officers, may be accounted to be participants in the address of proxies from the holders of Connecticut Water’s accepted b in account of the proposed transaction. Advice about the admiral and controlling admiral of SJW Group is set alternating in the proxy account for SJW Group’s 2018 Anniversary Meeting of Stockholders, which was filed with the SEC on March 6, 2018. Advice about the admiral and controlling admiral of Connecticut Baptize is set alternating in the proxy account for Connecticut Water’s 2018 Anniversary Meeting of Shareholders, which was filed with the SEC on April 6, 2018. Investors may access added advice apropos the absorption of such participants by account the complete proxy account apropos the proposed transaction, which was filed on October 2, 2018, and added accordant abstracts filed with the SEC apropos the proposed transaction.
Connecticut Baptize Contacts Daniel J. Meaney, APR Director, Corporate Communications (860) 664-6016 [email protected]
Investors Mike Verrechia / Bill DooleyMorrow Sodali, LLC (800) 662-5200 [email protected]
Dan Burch / Laurie ConnellMacKenzie Partners, Inc. (800) 322-2885 [email protected]
Media Joele Frank, Wilkinson Brimmer Katcher Barrett Golden / Joseph Sala(212) 355-4449
1 Reflects adumbrated P/E multiples based on the acquired companies’ disinterestedness amount and projected aing 12 months’ balance for called predominately adapted account affairs appear in the aftermost three years. Source: CapitalIQ, FactSet, accessible filings, broker presentations.
2 Based on chump surveys conducted by an absolute ysis firm.
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SOURCE Connecticut Baptize Service, Inc.
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