Connecticut Water Service, Inc. (NASDAQ:CTWSO) Files An 8-K Other Events
Item 8.01 Other Events
PURA Approval Order
As previously disclosed, on May 10, 2016, Connecticut Water
Service, Inc. (the Company) announced that it had reached an
agreement to acquire the The Heritage Village Water Company
(“HVWC”), pending a vote of HVWC shareholders, approval by the
Connecticut Public Utilities Regulatory Authority (PURA) and the
satisfaction of other various conditions. This acquisition will add
approximately 4,844 additional water and 3,040 waste water
customers in the towns of Southbury, Middlebury and Oxford,
Connecticut. Under the terms of the agreement, the acquisition will
be executed through a stock-for-stock merger transaction valued at
approximately $16.1 million (the Merger). Receipt of an approval
order from the PURA is a condition to the parties obligations to
complete the Merger.
Service, Inc. (the Company) announced that it had reached an
agreement to acquire the The Heritage Village Water Company
(“HVWC”), pending a vote of HVWC shareholders, approval by the
Connecticut Public Utilities Regulatory Authority (PURA) and the
satisfaction of other various conditions. This acquisition will add
approximately 4,844 additional water and 3,040 waste water
customers in the towns of Southbury, Middlebury and Oxford,
Connecticut. Under the terms of the agreement, the acquisition will
be executed through a stock-for-stock merger transaction valued at
approximately $16.1 million (the Merger). Receipt of an approval
order from the PURA is a condition to the parties obligations to
complete the Merger.
On July 7, 2016, the Company and HVWC filed a joint application
with the PURA under C.G.S. Section 16-47 requesting PURA approval
for the Company to acquire HVWC. The agency conducted hearings
during September 2016. The Company and HVWC submitted a
post-hearing brief on October 18, 2016. On November 22, 2016, PURA
issued its preliminary decision approving the change of control of
HVWC. On November 25, 2016, the Company and HVWC filed a letter in
lieu of written exceptions with PURA regarding the proposed
decision. On December 5, 2016, the PURA issued an order approving
the proposed Merger (the Approval Order), on the terms and
conditions specified therein.
with the PURA under C.G.S. Section 16-47 requesting PURA approval
for the Company to acquire HVWC. The agency conducted hearings
during September 2016. The Company and HVWC submitted a
post-hearing brief on October 18, 2016. On November 22, 2016, PURA
issued its preliminary decision approving the change of control of
HVWC. On November 25, 2016, the Company and HVWC filed a letter in
lieu of written exceptions with PURA regarding the proposed
decision. On December 5, 2016, the PURA issued an order approving
the proposed Merger (the Approval Order), on the terms and
conditions specified therein.
The foregoing discussion is qualified in its entirety by reference
to the complete text of the PURAs Approval Order, which are filed
as Exhibit 10.1>to this Form 8-K and which is incorporated
herein by reference in its entirety.
to the complete text of the PURAs Approval Order, which are filed
as Exhibit 10.1>to this Form 8-K and which is incorporated
herein by reference in its entirety.
How to Find Further Information
>In connection with the Merger, the Company will be filing a
registration statement on Form S-4 under the Securities Act with
the SEC containing a proxy or information statement of HVWC that
also constitutes a prospectus of the Company (the
Statement/Prospectus) and other documents regarding the proposed
transaction.
registration statement on Form S-4 under the Securities Act with
the SEC containing a proxy or information statement of HVWC that
also constitutes a prospectus of the Company (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
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
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available, because they will contain important information about
the Company, HVWC and the proposed Merger.
the Company, HVWC and the proposed Merger.
When available, copies of the Statement/Prospectus will be mailed
to HVWCs shareholders. Copies of the Statement/ Prospectus may be
obtained free of charge at the SECs web site at www.sec.gov, or by
directing a request to the Companys Corporate Secretary, Kristen A.
Johnson, at Connecticut Water Service, Inc., 93 West Main Street,
Clinton, Connecticut 06413, or by telephone at 1-800-425-3985, ext.
3056, or on our website at www.ctwater.com. Copies of other
documents filed by the Company with the SEC may also be obtained
free of charge at the SEC’s web site or by directing a request to
the Company at the address provided above.
to HVWCs shareholders. Copies of the Statement/ Prospectus may be
obtained free of charge at the SECs web site at www.sec.gov, or by
directing a request to the Companys Corporate Secretary, Kristen A.
Johnson, at Connecticut Water Service, Inc., 93 West Main Street,
Clinton, Connecticut 06413, or by telephone at 1-800-425-3985, ext.
3056, or on our website at www.ctwater.com. Copies of other
documents filed by the Company with the SEC may also be obtained
free of charge at the SEC’s web site or by directing a request to
the Company at the address provided above.
Participants in the Solicitation
The Company and HVWC 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 the Companys directors and executive officers
and their respective interests in the Company 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. Information regarding
HVWCs directors and executive officers and their respective
interests in HVWC by security holdings or otherwise is available in
HVWCs Annual Report for 2014 filed with the PURA and available at
the PURAs website, www.ct.gov/pura. Additional information
regarding the interests of such potential participants is or will
be included in the Statement/Prospectus and registration statement,
and other relevant materials to be filed with the SEC, when they
become available, including in connection with the solicitation of
proxies to approve the proposed Merger.
officers may be deemed to be participants in the solicitation of
proxies in connection with the approval of the proposed Merger.
Information regarding the Companys directors and executive officers
and their respective interests in the Company 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. Information regarding
HVWCs directors and executive officers and their respective
interests in HVWC by security holdings or otherwise is available in
HVWCs Annual Report for 2014 filed with the PURA and available at
the PURAs website, www.ct.gov/pura. Additional information
regarding the interests of such potential participants is or will
be included in the Statement/Prospectus and registration statement,
and other relevant materials to be filed with the SEC, when they
become available, including in connection with the solicitation of
proxies to approve the proposed Merger.
Cautionary Statements
This current report contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 about the Companys proposed acquisition of HVWC. These
statements include statements regarding the anticipated closing
date of the transaction and anticipated future results.
Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts. They often
include words like “believe,” “expect,” “anticipate,”
“estimate,” and “intend” or future or conditional verbs such as
“will,” “would,” “should,” “could” or “may.” Certain
factors that could cause actual results to differ materially from
expected results include delays in completing the merger,
difficulties in achieving anticipated benefits or cost savings from
the merger or in achieving such anticipated benefits or cost
savings within the expected time frame, difficulties in integrating
HVWC into the
within the meaning of the Private Securities Litigation Reform Act
of 1995 about the Companys proposed acquisition of HVWC. These
statements include statements regarding the anticipated closing
date of the transaction and anticipated future results.
Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts. They often
include words like “believe,” “expect,” “anticipate,”
“estimate,” and “intend” or future or conditional verbs such as
“will,” “would,” “should,” “could” or “may.” Certain
factors that could cause actual results to differ materially from
expected results include delays in completing the merger,
difficulties in achieving anticipated benefits or cost savings from
the merger or in achieving such anticipated benefits or cost
savings within the expected time frame, difficulties in integrating
HVWC into the
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Company, increased competitive pressures, changes in general
economic conditions, legislative and regulatory changes that
adversely affect the business in which the Company and HVWC are
engaged, changes in the securities markets and other risks and
uncertainties disclosed from time to time in documents that the
Company files with the SEC. We undertake no obligation to update
or revise forward-looking statements, whether as a result of new
information, future events, or otherwise.
economic conditions, legislative and regulatory changes that
adversely affect the business in which the Company and HVWC are
engaged, changes in the securities markets and other risks and
uncertainties disclosed from time to time in documents that the
Company files with the SEC. We undertake no obligation to update
or revise forward-looking statements, whether as a result of new
information, future events, or otherwise.
This current report and its exhibits should not be read alone, but
should instead be read in conjunction with the other information
regarding the Company, HVWC and the Merger that is contained in, or
incorporated by reference into, the joint Proxy
Statement/Prospectus that the Company will file with the SEC
connection with the Merger, as well as in the Companys Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, as applicable, and other filings that the
Company makes with the SEC.
should instead be read in conjunction with the other information
regarding the Company, HVWC and the Merger that is contained in, or
incorporated by reference into, the joint Proxy
Statement/Prospectus that the Company will file with the SEC
connection with the Merger, as well as in the Companys Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, as applicable, and other filings that the
Company makes with the SEC.
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.
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.
Press Releases
On December 8, 2016, the Company issued a press release related to
the PURA Approval Order. A copy of this release is filed herewith
as Exhibit 99.1>and is hereby incorporated herein by reference.
the PURA Approval Order. A copy of this release is filed herewith
as Exhibit 99.1>and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following documents are filed herewith as exhibits hereto:
(d) Exhibits
|
10.1
|
Approval Order of the Connecticut Public Utilities
Regulatory Authority, dated December 5, 2016, is filed herewith. |
|
99.1
|
Press release of the Company, dated December 8, 2016,
related to PURA Approval Order is filed herewith. |
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About Connecticut Water Service, Inc. (NASDAQ:CTWSO)