Connecticut Water Service, Inc. (NASDAQ:CTWS) Files An 8-K Other EventsItem 8.01Other Events
Completion of Acquisition of The Avon Water Company
As previously reported, on October 12, 2016, Connecticut Water Service, Inc. (“CTWS” or “Connecticut Water”) announced that it had reached an agreement to acquire The Avon Water Company ("AWC"), pending a vote of AWC 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 October 11, 2016 as amended on March 29, 2017 between and among AWC, the Company, and WC-A I, Inc., the Company’s wholly-owned Connecticut subsidiary (the “Merger Agreement”). AWC serves approximately 4,800 customers in the Farmington Valley communities of Avon, Farmington, and Simsbury, Connecticut.
On February 10, 2017, Connecticut Water received regulatory approval from MPUC and on April 12, 2017, Connecticut Water received regulatory approval from the PURA to proceed with the transaction. The shareholders of AWC voted to approve the acquisition at a special meeting of AWC’s shareholders held on June 16, 2017.
Effective July 1, 2017, Connecticut Water completed the acquisition of AWC by completing the merger of Connecticut Water’s wholly-owned subsidiary WC-A I, Inc. with and into AWC, with AWC 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 AWC’s 122,289 issued and outstanding shares of common stock became entitled to receive the following merger consideration for each share of AWC common stock held: (i) a cash payment of $50.11; and (ii) a stock consideration component, consisting of 3.97 shares of the common stock of Connecticut Water, without par value. The exchange will be commenced promptly by the issuance of a letter of transmittal and related materials by Connecticut Water’s exchange agent to the former shareholders of AWC.
The transaction was completed through a stock-for-stock exchange where AWC shareholders received Connecticut Water stock valued at approximately $27.9 million, in a tax-free exchange, and a cash payment of $6.1 million for a total payment to shareholders of $34.0 million. The transaction reflects a total enterprise value of approximately $40.1 million, with the $34.0 million paid to shareholders and the assumption by CTWS of approximately $6.1 million of debt of AWC.
News Release
On July 5, 2017, Connecticut Water issued a press release describing the completion of its acquisition of AWC. A copy of the press release dated July 5, 2017 is filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
The following document is filed herewith as an exhibit hereto:
(d)Exhibits
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99.1 |
Connecticut Water press release regarding the completion of Connecticut Water’s acquisition of The Avon Water Company, dated July 5, 2017, is filed herewith. |
CONNECTICUT WATER SERVICE INC / CT ExhibitEX-99.1 2 exhibit991-avonwaterclosing.htm EXHIBIT 99.1 Exhibit Connecticut Water Service,…To view the full exhibit click here
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.
