Connecticut Water Service, Inc. (NASDAQ:CTWS) Files An 8-K Other Events
Item 8.01 Other Events
Completion of Acquisition of The Heritage Village Water Company
As previously reported, on May 10, 2016, Connecticut Water Service,
Inc. (CTWS or Connecticut Water) announced that it had reached an
agreement to acquire The Heritage Village Water Company (“HVWC”),
pending a vote of HVWC shareholders, approval by the Connecticut
Public Utilities Regulatory Authority (PURA) and the Maine Public
Utilities Commission (“MPUC”) and the satisfaction of other
various closing conditions, to the terms of that certain Agreement
and Plan of Merger dated May 10, 2016 between and among HVWC, the
Company, and HAC, Inc., the Companys wholly-owned Maine subsidiary
(the Merger Agreement). HVWC serves approximately 4,700 customers
in the Towns of Southbury, Middlebury, and Oxford, Connecticut and
approximately 3,000 wastewater customers in the Town of Southbury,
Connecticut.
Inc. (CTWS or Connecticut Water) announced that it had reached an
agreement to acquire The Heritage Village Water Company (“HVWC”),
pending a vote of HVWC shareholders, approval by the Connecticut
Public Utilities Regulatory Authority (PURA) and the Maine Public
Utilities Commission (“MPUC”) and the satisfaction of other
various closing conditions, to the terms of that certain Agreement
and Plan of Merger dated May 10, 2016 between and among HVWC, the
Company, and HAC, Inc., the Companys wholly-owned Maine subsidiary
(the Merger Agreement). HVWC serves approximately 4,700 customers
in the Towns of Southbury, Middlebury, and Oxford, Connecticut and
approximately 3,000 wastewater customers in the Town of Southbury,
Connecticut.
Under the Merger Agreement, the acquisition will be executed
through a stock-for-stock merger transaction valued at
approximately $16.1 million. Holders of HVWC common stock will
receive shares of CTWS common stock in a tax-free exchange. In
addition the transaction reflects a total enterprise value of HVWC
of approximately $20.7 million.
through a stock-for-stock merger transaction valued at
approximately $16.1 million. Holders of HVWC common stock will
receive shares of CTWS common stock in a tax-free exchange. In
addition the transaction reflects a total enterprise value of HVWC
of approximately $20.7 million.
On September 28, 2016, Connecticut Water received regulatory
approval from MPUC and on December 5, 2016, Connecticut Water
received regulatory approval from the PURA to proceed with the
transaction. The shareholders of HVWC voted to approve the
acquisition at a special meeting of HVWCs shareholders held on
February 27, 2017.
approval from MPUC and on December 5, 2016, Connecticut Water
received regulatory approval from the PURA to proceed with the
transaction. The shareholders of HVWC voted to approve the
acquisition at a special meeting of HVWCs shareholders held on
February 27, 2017.
Effective February 27, 2017, Connecticut Water completed the
acquisition of HVWC by completing the merger of Connecticut Waters
wholly-owned subsidiary HAC, Inc. with and into HVWC, with HVWC as
the surviving corporation, to the terms of the Merger Agreement and
Connecticut corporate law. Upon the effective time of the Merger,
the holders of HVWCs 1,620 issued and outstanding shares of common
stock became entitled to receive an aggregate of 300,445 shares of
CTWS common stock in a tax-free exchange, which exchange will be
commenced promptly by the issuance of a letter of transmittal and
related materials by Connecticut Waters exchange agent.
acquisition of HVWC by completing the merger of Connecticut Waters
wholly-owned subsidiary HAC, Inc. with and into HVWC, with HVWC as
the surviving corporation, to the terms of the Merger Agreement and
Connecticut corporate law. Upon the effective time of the Merger,
the holders of HVWCs 1,620 issued and outstanding shares of common
stock became entitled to receive an aggregate of 300,445 shares of
CTWS common stock in a tax-free exchange, which exchange will be
commenced promptly by the issuance of a letter of transmittal and
related materials by Connecticut Waters exchange agent.
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News Release
On February 27, 2017, Connecticut Water issued a press release
describing the completion of its acquisition of HVWC. A copy of the
press release dated February 27, 2017 is filed herewith as Exhibit
99.1>and is hereby incorporated herein by reference.
describing the completion of its acquisition of HVWC. A copy of the
press release dated February 27, 2017 is filed herewith as Exhibit
99.1>and is hereby incorporated herein by reference.
Additional Information About the Merger and Where to Find It
In connection with the proposed acquisition of the Avon Water
Company, CTWS will be filing a registration statement on Form S-4
with the SEC under the Securities Act of 1933 containing a proxy
statement of the Avon Water Company that also constitutes a
prospectus of CTWS (the Statement/Prospectus) and other documents
regarding the proposed transaction.
Company, CTWS will be filing a registration statement on Form S-4
with the SEC under the Securities Act of 1933 containing a proxy
statement of the Avon Water Company that also constitutes a
prospectus of CTWS (the Statement/Prospectus) and other documents
regarding the proposed transaction.
Before making any voting or investment decisions, we urge
investors and security holders to read the Statement/Prospectus
(including all amendments and supplements thereto) and other
documents filed with the SEC carefully and in their entirety when
they become available, because they will contain important
information about CTWS, Avon Water Company and the proposed
merger.
investors and security holders to read the Statement/Prospectus
(including all amendments and supplements thereto) and other
documents filed with the SEC carefully and in their entirety when
they become available, because they will contain important
information about CTWS, Avon Water Company and the proposed
merger.
When available, copies of the Statement/Prospectus will be mailed
to the shareholders of the Avon Water Company. Copies of the
Statement/Prospectus may be obtained free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to CTWS’s
Corporate Secretary, Kristen A. Johnson, at Connecticut Water
Service, Inc., 93 West Main Street, Clinton, Connecticut 06413,
or by telephone at 1-800-428-3985, ext. 3056, or on our website
at www.ctwater.com. Copies of other documents filed by CTWS with
the SEC may also be obtained free of charge at the SEC’s web
site or by directing a request to CTWS at the address provided
above.
to the shareholders of the Avon Water Company. Copies of the
Statement/Prospectus may be obtained free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to CTWS’s
Corporate Secretary, Kristen A. Johnson, at Connecticut Water
Service, Inc., 93 West Main Street, Clinton, Connecticut 06413,
or by telephone at 1-800-428-3985, ext. 3056, or on our website
at www.ctwater.com. Copies of other documents filed by CTWS with
the SEC may also be obtained free of charge at the SEC’s web
site or by directing a request to CTWS at the address provided
above.
CTWS and the Avon Water Company and certain of their directors
and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the approval of the
proposed merger. Information regarding CTWS’s directors and
executive officers and their respective interests in CTWS by
security holdings or otherwise is available in its Annual Report
on Form 10-K filed with the SEC on March 14, 2016 and its Proxy
Statement on Schedule 14A filed with the SEC on March 31, 2016.
Certain information regarding the Avon Water Companys directors
and executive officers is available in its Annual Report for 2015
filed with the PURA and available at the PURA’s website,
www.ct.gov/pura. Additional information regarding the interests
of such potential participants will be included in the
Statement/Prospectus and registration statement, and other
relevant materials to be filed with the SEC, when they
and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the approval of the
proposed merger. Information regarding CTWS’s directors and
executive officers and their respective interests in CTWS by
security holdings or otherwise is available in its Annual Report
on Form 10-K filed with the SEC on March 14, 2016 and its Proxy
Statement on Schedule 14A filed with the SEC on March 31, 2016.
Certain information regarding the Avon Water Companys directors
and executive officers is available in its Annual Report for 2015
filed with the PURA and available at the PURA’s website,
www.ct.gov/pura. Additional information regarding the interests
of such potential participants will be included in the
Statement/Prospectus and registration statement, and other
relevant materials to be filed with the SEC, when they
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become available, including in connection with the solicitation
of proxies to approve the proposed merger.
of proxies to approve the proposed merger.
This current report shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. No offer or sale of securities shall be made except
by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933.
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. No offer or sale of securities shall be made except
by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
The following document is filed herewith as an exhibit hereto:
(d) Exhibits
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99.1
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Connecticut Water press release regarding the completion
of Connecticut Waters acquisition of The Heritage Village Water Company, dated February 27, 2017, is filed herewith. |
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About Connecticut Water Service, Inc. (NASDAQ:CTWS)
Connecticut Water Service, Inc. is a non-operating holding company. The Company’s income is derived from the earnings of its subsidiary companies, including The Connecticut Water Company (Connecticut Water), The Maine Water Company (Maine Water), New England Water Utility Services, Inc. (NEWUS) and Chester Realty Company (Chester Realty). It operates through three segments: Water Operations, Real Estate Transactions, and Services and Rentals. The Water Operations segment consists of its regulated water activities to supply public drinking water to customers. The Real Estate Transactions segment involves the sale or donation for income tax benefits of its real estate holdings. The Services and Rentals segment provides contracted services to water and wastewater utilities and other clients, and also leases certain of the Company’s properties to third parties through unregulated companies in the State of Connecticut and through Maine Water in the State of Maine. Connecticut Water Service, Inc. (NASDAQ:CTWS) Recent Trading Information
Connecticut Water Service, Inc. (NASDAQ:CTWS) closed its last trading session up +0.70 at 56.26 with 13,166 shares trading hands.
