Connecticut Water Service, Inc. (NASDAQ:CTWS) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure
On July13, 2018, Connecticut Water Service, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit99.1 hereto and incorporated herein by reference, regarding communications between the Board of Directors of the Company and Eversource Energy. Also attached as Exhibit99.2 hereto and incorporated herein by reference is a copy of an investor presentation, containing information supporting the determination of the Board of Directors of the Company in connection with Eversource Energy’s proposal.
The information contained in this current report on Form 8-K, including Exhibits99.1 and 99.2 attached hereto, is being furnished and, as a result, such information shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1)the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of the Company or the stockholders of SJW Group for the transaction are not obtained; (2)the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3)the risk that the anticipated tax treatment of the transaction is not obtained; (4)the effect of water, utility, environmental and other governmental policies and regulations; (5)litigation relating to the transaction; (6)uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7)risks that the proposed transaction disrupts the current plans and operations of SJW Group or the Company; (8)the ability of SJW Group and the Company to retain and hire key personnel; (9)competitive responses to the proposed transaction; (10)unexpected costs, charges or expenses resulting from the transaction; (11)potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12)the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; and (13)legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed by SJW Group with the Securities and Exchange Commission (the “SEC”) on April25, 2018 in connection with the proposed transaction, as amended by that Amendment No.1 to Form S-4 filed with the SEC on June7, 2018 and that Amendment No.2 to Form S-4 filed with the SEC on June25, 2018, and the Company’s quarterly report on Form 10-Q for the period ended March31, 2018 filed with the SEC on May9, 2018.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company’s overall business and financial condition, including those more fully described in the Company’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December31, 2017 and SJW Group’s overall business, including those more fully described in SJW Group’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither the Company or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Item 7.01 Financial Statements and Exhibits
CONNECTICUT WATER SERVICE INC / CT ExhibitEX-99.1 2 d668654dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Connecticut Water Service Confirms Receipt and Evaluation of Revised Acquisition Proposal from Eversource Energy Eversources Revised $64.00 Per Share Proposal Represents a Less Than 1% Increase from Previously Rejected $63.50 Per Share Proposal Following Comprehensive Review,…To view the full exhibit click
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.