Press Release
California Water Commences Cash Tender Offer to Acquire SJW Group at $68.25 Per Share
Urges SJW to Engage and Requests Cooperation to Begin State Regulatory Review Process
On
“We strongly believe that our offer provides SJW stockholders with
significantly greater value than the existing agreement with
The full terms, conditions and other details of the tender offer are set
forth in the offering documents that California Water will file today
with the
Stockholders with questions about the Offer or who need assistance in
tendering their shares may call the Information Agent,
California Water also delivered today a letter to the Board of Directors
of SJW requesting, among other things, that SJW cooperate with
California Water to promptly deliver the necessary applications with the
The Board of Directors
Attention:
Dear Mr.
Over two months ago on
We continue to be disappointed by your refusal to engage with us, and
your decision on
The entrenching steps you have taken so far and stockholder money you’ve
wasted are troubling in light of your
In light of the foregoing, and the multiple attacks that you publicly
and privately launched on the legitimacy of our proposal including
referring to it as a “non-binding indication of interest,” we are left
with no option but to take our proposal directly to SJW stockholders:
Today we commenced a
As you might expect, our offer is conditioned on getting regulatory
approvals from the
Despite your unwillingness to engage with us, we continue to extend to
you an invitation and proposal to engage and negotiate a transaction
with us at a value of
It is our further belief that there is no legitimate contractual reason why you cannot immediately engage in discussions with us on the basis of our tender offer and the content of this letter. We look forward to your response, and the opportunity to work together to create value for our stockholders, customers, employees, and the communities we serve.
Sincerely,
Martin A. Kropelnicki | Peter C. Nelson | |||
Chief Executive Officer and President | Chairman of the Board | |||
California Water Service Group | California Water Service Group | |||
About
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking
statements are based on currently available information, expectations,
estimates, assumptions and projections, and management’s judgment about
California Water, the water utility industry and general economic
conditions. Such words as would, expects, intends, plans, believes,
estimates, assumes, anticipates, projects, predicts, forecasts or
variations of such words or similar expressions are intended to identify
forward-looking statements. The forward-looking statements are not
guarantees of future performance. They are subject to uncertainty and
changes in circumstances. Actual results may vary materially from what
is contained in a forward-looking statement. Factors that may cause a
result different than expected or anticipated include, but are not
limited to: the failure to consummate the proposed transaction with SJW
upon the terms set forth in California Water’s Acquisition Proposal;
governmental and regulatory commissions’ decisions; changes in
regulatory commissions’ policies and procedures; the timeliness of
regulatory commissions’ actions concerning rate relief; changes in
environmental compliance and water quality requirements; electric power
interruptions; changes in customer water use patterns and the effects of
conservation; the impact of weather and climate on water availability,
water sales and operating results; civil disturbances or terrorist
threats or acts, or apprehension about the possible future occurrences
of acts of this type; labor relations matters as we negotiate with the
unions; restrictive covenants in or changes to the credit ratings on our
current or future debt that could increase our financing costs or affect
our ability to borrow, make payments on debt or pay dividends; and,
other risks and unforeseen events. When considering forward-looking
statements, you should keep in mind the cautionary statements included
in this paragraph, as well as our Annual 10-K, Quarterly 10-Q, and other
reports filed from time-to-time with the
Important Additional Information
This communication is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
shares of the common stock of SJW or any other securities.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180607005509/en/
Source:
Investor Contacts
Thomas Smegal
(408) 367-8200
or
Innisfree
M&A Incorporated
Scott Winter
(212) 750-5833
or
Media
Contacts
Shannon Dean
(408) 367-8243
or
Sard
Verbinnen & Co
Meghan Gavigan/David Isaacs
(415) 618-8750