Failure Confirms Process Was Flawed and
Ineffective
Eversource Reaffirms Commitment to
Delivering its Superior Proposal to Connecticut Water
Shareholders
Urges Connecticut Water Shareholders to Vote
“AGAINST” Inferior San Jose Water Transaction
Eversource Energy (NYSE: ES) today commented on the termination
of the flawed and ineffective “go-shop” process designed by
Connecticut Water Service, Inc. (Nasdaq: CTWS) and SJW Group (NYSE:
SJW) (“San Jose Water”) to entrench the previously agreed takeover
of Connecticut Water by San Jose Water.
As Eversource expected, Connecticut Water confirmed yesterday
that its “go-shop” process failed to solicit even a single
additional indication of interest to acquire Connecticut Water. On
June 5, 2018, upon the announcement of Connecticut Water’s
“go-shop” process, Eversource announced that rather than being
designed to solicit potentially superior proposals for the benefit
of Connecticut Water shareholders, the “go-shop” process instead
failed to reflect a sincere intention to consider superior
alternatives. Without providing access to further diligence or
access to company management or modifying the termination fee,
while simultaneously providing San Jose Water with additional
rights to protect its takeover transaction, Connecticut Water’s
severely limited “go-shop” process was set up only to solidify San
Jose Water as its acquirer.
Despite the flawed and ineffective process, Eversource has
publicly and privately reiterated its superior proposal and
demonstrated how additional value would accrue to the benefit of
shareholders of Connecticut Water through the receipt or avoidance
of termination fees in the proposed San Jose Water takeover,
particularly in light of the fact that San Jose Water itself faces
a binding proposal from California Water Services Group that offers
a significant premium to its shareholders.
Connecticut Water shareholders should not be misled by claims
made yesterday by their entrenched board of directors. The
receipt or avoidance of termination fees by Connecticut Water would
provide a clear path for Connecticut Water shareholders to receive
incremental value above the $63.50 per share in Eversource’s
superior proposal. In these scenarios, the incremental value
available to Connecticut Water shareholders could be between $2.25
per share and $3.41 per share. In any scenario, Eversource’s
proposal provides significantly more value than San Jose Water’s
all-stock takeover proposal, valued by Connecticut Water to be
$61.86 per share on the day that transaction was announced.
Eversource remains disappointed that the board of directors and
management of Connecticut Water continue to pursue a conflicted
transaction that preserves board positions and guarantees
employment for its senior management at the expense of superior
value to its shareholders, customers, employees and community.
Eversource looks forward to making its case directly to
Connecticut Water shareholders and regulators and will continue to
urge Connecticut Water shareholders to vote “AGAINST” the
inferior San Jose Water merger proposal by completing the
BLUE proxy card once Eversource publicly files its
definitive proxy materials. If you receive any materials from
Connecticut Water, we recommend that you discard those materials
and do not complete the green proxy card.
For more information on Eversource’s superior proposal for
Connecticut Water, please visit www.betterCTwater.com.
About Eversource:Eversource (NYSE: ES) transmits and
delivers electricity and natural gas and supplies water to
approximately 4 million customers in Connecticut, Massachusetts and
New Hampshire. Recognized as the top U.S. utility for its energy
efficiency programs by the sustainability advocacy organization
Ceres, Eversource harnesses the commitment of its more than 8,000
employees across three states to build a single, united company
around the mission of safely delivering reliable energy and water
with superior customer service. For more information, please visit
our website (www.eversource.com). For more information on our water
services, visit www.aquarionwater.com.
Forward Looking Statements:This news release includes
statements concerning Eversource Energy’s (“Eversource”)
expectations, beliefs, plans, objectives, goals, strategies,
assumptions of future events, future financial performance or
growth and other statements that are not historical facts. These
statements are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. In some
cases, readers can identify these forward-looking statements
through the use of words or phrases such as “estimate,” “expect,”
“anticipate,” “intend,” “plan,” “project,” “believe,” “forecast,”
“should,” “could” and other similar expressions. Forward-looking
statements are based on current expectations, estimates,
assumptions or projections and are not guarantees of future
performance. These expectations, estimates, assumptions or
projections may vary materially from actual results. Accordingly,
any such statements are qualified in their entirety by reference
to, and are accompanied by important factors that could cause our
actual results to differ materially from those contained in our
forward-looking statements, including, but not limited to, in the
case of Eversource’s proposal to acquire Connecticut Water, the
fact that we may fail to reach agreement on terms of a potential
transaction with Connecticut Water, or fail to complete any such
transaction on a timely basis or on favorable terms; the negative
effects on Connecticut Water’s business resulting from the pendency
of the merger proposals; that we may not receive regulatory
approvals within the expected timeframe; that we may not be able to
close the proposed transaction with Connecticut Water promptly and
effectively, or at all; cyber-attacks or breaches, including those
resulting in the compromise of the confidentiality of our
proprietary information and the personal information of our
customers; acts of war or terrorism or grid disturbances that may
disrupt our transmission and distribution systems; ability or
inability to commence and complete our major strategic development
projects and opportunities; actions or inactions of local, state
and federal regulatory, public policy and taxing bodies;
substandard performance of suppliers; climate change; disruption to
our transmission and distribution systems; new technology and
conservation of energy; contamination or failure of our water
supplies; unauthorized access to confidential and proprietary
information; changes in laws, regulations or regulatory policy;
changes in economic conditions, including impact on interest rates,
tax policies, and customer demand and payment ability; changes in
business conditions, which could include disruptive technology
related to our current or future business model; changes in weather
patterns, including extreme weather and other effects of climate
change; reputational risk; changes in levels or timing of capital
expenditures; technological developments and alternative energy
sources; disruptions in the capital markets or other events that
make Eversource’s access to necessary capital more difficult or
costly; developments in legal or public policy doctrines; changes
in accounting standards and financial reporting regulations;
actions of rating agencies; and other presently unknown or
unforeseen factors.
Other risk factors are detailed in Eversource’s reports filed
with the Securities and Exchange Commission (SEC) and updated as
necessary, and are available on the SEC’s website at www.sec.gov.
All such factors are difficult to predict and contain uncertainties
that may materially affect Eversource’s actual results many of
which are beyond our control. You should not place undue reliance
on the forward-looking statements; each speaks only as of the date
on which such statement is made, and, except as required by federal
securities laws, Eversource undertakes no obligation to update any
forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.
Certain Information Regarding
Participants:Eversource and certain of its trustees,
executive officers and employees may be deemed participants in the
solicitation of proxies from Connecticut Water shareholders in
connection with Connecticut Water’s Special Meeting of
Shareholders. Information about the interests in Connecticut Water
of Eversource and such trustees, executive officers and employees
is set forth in a preliminary proxy statement that was filed with
the SEC on April 27, 2018 (the “Eversource Proxy”).
Additional Information:Investors are urged to read in its
entirety the Eversource Proxy, which is available now, and the
definitive proxy statement and any other relevant documents filed
with the SEC when they become available, because they contain (or
will contain) important information. The Eversource Proxy, and any
other documents filed by Eversource with the SEC, may be obtained
free of charge at the SEC web site at www.sec.gov. The Eversource
Proxy and such other documents may also be obtained free of charge
by contacting D.F. King & Co., Inc. at: (800) 967-5071 or 48
Wall Street, 22nd Floor, New York, New York 10005.
This document 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 any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. This communication relates to a
proposal that Eversource has made for a business combination
transaction with Connecticut Water. In furtherance of this proposal
and subject to future developments, if Eversource and
Connecticut Water agree on a negotiated transaction,
Eversource and Connecticut Water may file one or more
registration statements, tender offer statements, prospectuses,
proxy statements or other documents with the SEC. This
communication is not a substitute for any registration statement,
tender offer statement, prospectus, proxy statement or other
document Eversource and/or Connecticut Water file with the SEC
in connection with the proposed transaction. Investors are urged to
read carefully the registration statement(s), tender offer
statement(s), prospectus(es), proxy statement(s) and other
documents filed with the SEC when they become available because
they will contain important information about Eversource,
Connecticut Water and the proposed transaction. Investors may
obtain free copies of these documents (when they are available) and
other related documents filed with the SEC at
the SEC’s web site at www.sec.gov or by directing a
request to Eversource’s Investor Relations department at
(860) 665-5154 or by email
to jeffrey.kotkin@eversource.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180619006238/en/
Media Contacts:EversourceCaroline Pretyman,
617-424-2460caroline.pretyman@eversource.comorBrunswick
GroupJonathan Doorley / Darren McDermott, 212-333-3810orInvestor
Contacts:EversourceJeffrey R. Kotkin,
860-665-5154jeffrey.kotkin@eversource.comorD.F. King & Co.,
Inc.Edward McCarthy / Michael Madalon, 212-269-5550
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