Exhibit 99.1
SJW Group and Connecticut Water Amend Agreement;
SJW Group to Acquire All Connecticut Water Shares for $70.00 per Share in Cash
Companies Reaffirm Joint Commitment to Creating Leading, Diversified Pure Play Water Utility with
Financial Strength, Geographic Diversity and Scale to Accelerate Growth
Combination Expected to Be Immediately Accretive to SJW Group EPS, Increasing to
High Single Digit Percentage Accretive to SJW Group EPS in 2021
Represents a Superior Offer for Connecticut Water with a Significant Premium of 33% to its Unaffected Share Price
Amended Transaction to be Funded with Conservative Mix of Equity and Debt to Achieve
At Least“A-” Credit Rating for SJW Group and Maintain Ability to Sustain Comparable Levels of Investment and Dividends
San Jose, CA and Clinton, CT–August 6, 2018– SJW Group (NYSE: SJW) (“SJW Group”) and Connecticut Water Service, Inc. (NASDAQ: CTWS) (“Connecticut Water”) today announced that they have amended the terms of their previously announced merger agreement from astock-for-stock transaction to anall-cash acquisition of all outstanding common shares of Connecticut Water by SJW Group for $70.00 per Connecticut Water common share. The cash transaction, which has a value of $1.1 billion and an equity purchase price of $843 million, is expected to be immediately accretive to SJW Group’s earnings per share (EPS) in 2019 (post-close), increasing each year thereafter to high single-digit percentage EPS accretion in 2021.
The SJW Group and Connecticut Water Service Board of Directors each approved the amended merger agreement to help facilitate the closing of the companies’ transformative combination and ensure that their shareholders, customers, employees and communities realize its significant benefits. The respective Boards also believe that the $70.00 per share cash consideration will resolve any market distractions resulting from otherwise-inferior proposals for Connecticut Water. The amended merger agreement was unanimously approved by the Connecticut Water Board of Directors and by all SJW Group directors other than Eric Thornburg, who abstained from voting due to his ownership of Connecticut Water shares and theall-cash nature of the acquisition.
“The amended agreement reflects our continued and shared commitment with Connecticut Water to combine our two companies to create a leading national water and wastewater utility,” said Robert Van Valer, the lead independent director of SJW Group’s Board of Directors and trustee of the Roscoe Moss Jr. Revocable Trust, which is the largest stockholder of SJW Group. “Under the revised terms, the combination will substantially enhance our long-term value and significantly benefit our shareholders, employees, customers and local service area communities. Together, we will have a multi-state presence with a broader and more attractive growth platform and capacity to invest in our infrastructure, maintain our local operations and focus, provide greater opportunities for our employees and increase shareholder value over the immediate- and long-term.”
Carol P. Wallace, Chairman of the Connecticut Water Service Board, said, “Over the last two years, the Connecticut Water Service Board of Directors has conducted a thorough process considering various