SJW Group Committed to Supporting California Public Utilities Commissions Order Instituting Investigation of Merger with Connecticut Water

SJW Group (NYSE: SJW) is committed to supporting the California Public
Utilities Commission’s (CPUC) decision – confirmed today by the CPUC –
to issue an Order Instituting Investigation (“OII”) of SJW Group’s
merger with Connecticut Water Service, Inc. (NASDAQ: CTWS) (“Connecticut
Water”). The OII is a fact-finding initiative by which the CPUC will
determine whether the transaction is subject to its review.

Robert A. 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 the company, said:

“We will comply with the CPUC’s OII and its additional request to
consider the ratemaking impacts of the proposed merger as part of San
Jose Water Company’s current general rate case that was filed this past
January and is scheduled to conclude this December. The CPUC has said it
will complete the OII within the next five months, which keeps us on
track to complete our proposed merger with Connecticut Water during the
fourth quarter of 2018. We look forward to supporting the CPUC’s review
of the significant benefits we believe our transaction will provide our
customers, employees, shareholders and the communities we serve by
creating a combined company with scale, geographic diversity, and
financial strength.”

J.P. Morgan is serving as financial advisor to SJW Group and Skadden,
Arps, Slate, Meagher & Flom is serving as its legal advisor.

Forward-Looking Statements

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 proposed business combination transaction between SJW Group and
Connecticut Water Service, Inc., (“CTWS”) may not be satisfied or
waived, including the risk that required approvals from the security
holders of each party to the proposed transaction are not obtained; (2)
the risk that the regulatory approvals required for the proposed
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 proposed transaction is not obtained; (4) the effect of
water, utility, environmental and other governmental policies and
regulations; (5) litigation relating to the proposed transaction; (6)
uncertainties as to the timing of the consummation of the proposed
transaction and the ability of each party to consummate the proposed
transaction; (7) risks that the proposed transaction disrupts the
current plans and operations of SJW Group or CTWS; (8) the ability of
SJW Group and CTWS to retain and hire key personnel; (9) competitive
responses to the proposed transaction; (10) unexpected costs, charges or
expenses resulting from the proposed transaction; (11) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (12) the
combined companies’ ability to achieve the growth prospects and
synergies expected from the proposed 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
(“SEC”) on April 25, 2018 in connection with the proposed transaction,
as amended by that Amendment No. 1 to Form S-4 filed with the SEC on
June 7, 2018 and that Amendment No. 2 to Form S-4 filed with the SEC on
June 25, 2018, CTWS’s quarterly report on Form 10-Q for the period ended
March 31, 2018 filed with the SEC on May 9, 2018 and SJW Group’s
quarterly report on Form 10-Q for the period ended March 31, 2018 filed
with the SEC on May 8, 2018.

In addition, actual results are subject to other risks and uncertainties
that relate more broadly to CTWS’s overall business and financial
condition, including those more fully described in its filings with the
SEC including its annual report on Form 10-K for the fiscal year ended
December 31, 2017 and SJW Group’s overall business, including those more
fully described in its filings with the SEC including its annual report
on Form 10-K for the fiscal year ended December 31, 2017. Forward
looking statements are not guarantees of performance, and speak only as
of the date made, and neither CTWS or its management nor SJW Group or
its management undertakes any obligation to update or revise any
forward-looking statements except as required by law.

IMPORTANT INFORMATION FOR INVESTORS AND
SHAREHOLDERS

In response to the tender offer for all the outstanding shares of common
stock of SJW Group commenced by California Water Service Group
(“California Water”) through its wholly owned subsidiary, Waltz
Acquisition Sub, Inc., SJW Group has filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC on June 15, 2018, as amended by
that Amendment No. 1 to Schedule 14D-9 filed with the SEC on June 26,
2018. Investors and shareholders of SJW Group are urged to read the
solicitation/recommendation statement on Schedule 14D-9 and other
documents that are filed or will be filed with the SEC carefully and in
their entirety because they contain important information. Investors and
shareholders of SJW Group may obtain a copy of these documents free of
charge at the SEC’s website at www.sec.gov.
These materials are also available free of charge at SJW Group’s
investor relations website at https://sjwgroup.com/investor_relations.
In addition, copies of these materials may be requested from SJW Group’s
information agent, Georgeson LLC, toll-free at (866) 357-4029.

ADDITIONAL IMPORTANT INFORMATION AND WHERE TO
FIND IT

In connection with the proposed transaction between SJW Group and CTWS,
on April 25, 2018, SJW Group filed with the SEC a registration statement
on Form S-4, as amended by that Amendment No. 1 to Form S-4 filed with
the SEC on June 7, 2018 and that Amendment No. 2 to Form S-4 filed with
the SEC on June 25, 2018, that includes a joint proxy statement of SJW
Group and CTWS that also constitutes a prospectus of SJW Group. These
materials are not yet final and may be amended. SJW Group and CTWS will
also each file a GREEN proxy card with the SEC, and SJW Group and CTWS
may also file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the joint proxy
statement/prospectus, registration statement on Form S-4 or any other
document which SJW Group or CTWS may file with the SEC. Investors and
shareholders of SJW Group and CTWS are urged to read the registration
statement on Form S-4, the joint proxy statement/prospectus and all
other relevant documents that are filed or will be filed with the SEC,
as well as any amendments or supplements to these documents, carefully
and in their entirety because they contain or will contain important
information about the proposed transaction and related matters.
Investors and shareholders of SJW Group and CTWS may obtain free copies
of the registration statement on Form S-4 and the joint proxy
statement/prospectus and other documents filed with the SEC by SJW Group
and CTWS through the website maintained by the SEC at www.sec.gov.
Copies of documents filed with the SEC by SJW Group are available free
of charge on SJW Group’s investor relations website at https://sjwgroup.com/investor_relations.
Copies of documents filed with the SEC by CTWS are available free of
charge on CTWS’s investor relations website at https://ir.ctwater.com/.

No Offer or Solicitation

This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation of
any vote or approval in any jurisdiction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which such
offer, sale or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

SJW Group, CTWS and certain of their respective directors and officers,
and other members of management and employees, may be deemed to be
participants in the solicitation of proxies from the holders of SJW
Group and CTWS securities in respect of the proposed transaction.
Information regarding SJW Group’s directors and officers is available in
SJW Group’s annual report on Form 10-K for the fiscal year ended
December 31, 2017 and its proxy statement for its 2018 annual meeting
dated March 6, 2018, which are filed with the SEC. Information regarding
CTWS’s directors and officers is available in CTWS’s annual report on
Form 10-K for the fiscal year ended December 31, 2017, and its proxy
statement for its 2018 annual meeting dated April 6, 2018, which are
filed with the SEC. Investors may obtain additional information
regarding the interest of such participants by reading the Form S-4 and
the joint proxy statement/prospectus and other documents filed with the
SEC by SJW Group and CTWS. These documents are available free of charge
from the sources indicated above.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180712005825/en/

Leave a Comment