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8-K - 8-K - SJW GROUPd526512d8k.htm
EX-99.2 - EX-99.2 - SJW GROUPd526512dex992.htm
EX-99.1 - EX-99.1 - SJW GROUPd526512dex991.htm
EX-2.1 - EX-2.1 - SJW GROUPd526512dex21.htm

Exhibit 99.3

 

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SJW GROUP TO ACQUIRE CONNECTICUT WATER SERVICE TO CREATE A LEADING WATER UTILITY COMPANY SIGNIFICANT VALUE FOR SJW & CTWS SHAREHOLDERS WHILE HONORING ALL PRIOR STAKEHOLDER COMMITMENTS OF THE MERGER ENVIRONMENTAL SIGNIFICANT VALUE CREATION BENEFITS TO COMMITTED TO JOBS STEWARDSHIP: FOR SHAREHOLDERS CUSTOMERS AND COMMUNITIES A CORE VALUE • $70 per share in cash delivers • Leverages best-in-class customer • No transaction-related layoffs or • SJW and CTWS are both signicant and certain value to service across organization signicant changes in compensation or leaders in water conservation CTWS shareholders; represents Transaction seamless benets planned and protecting lands and • to customers 33% premium to CTWS’ unaffected water resources with no change in customer rates as a • Employees to benet from additional share price1 result of the transaction career development and geographic • Combined company • Financially compelling transaction mobility opportunities committed to reducing • Enhance service by capitalizing expected to be immediately and environmental footprint on technology and sharing best • Dedicated team of locally-based increasingly accretive to SJW EPS and furthering sustainable practices, operational expertise and employees and leadership retained at business practices • Provides compelling growth and more extensive resources operating utilities investment opportunities at SJW • Investment in infrastructure, • Honoring ~$200M annual capital • Ongoing community support and with increased scale and diversity investments across combined involvement which conserves water and operations energy resources, will remain (e.g. new surface water a priority treatment facility in Saco, ME) STRONG MULTI-STATE PRESENCE WITH INCREASED SCALE, HIGH-QUALITY, CLEAR PATHWAY TO WELL-RUN PURE-PLAY OPERATIONS AND CONSTRUCTIVE REGULATORY ENVIRONMENTS COMPLETION ADVANTAGES OF INCREASED SCALE, FINANCIAL STRENGTH AND GEOGRAPHIC • Expected to close in Q1 2019 DIVERSITY, WHILE MAINTAINING LOCAL FOCUS AND EXPERTISE INCREASED DIVERSITY2 • Customary closing conditions, Combined Company Headquarters SJW CTWS CTWS shareholder approval, CT San Jose, CA PURA, MPUC, FCC; HSR period satised • CPUC planning to complete its inquiry in time to allow acquisition New England Headquarters to go forward, if appropriate, by Clinton, CT Pro Forma end of 2018 • HEADQUARTERS AND LEADERSHIP Connecticut Maine TX _ • Combined company’s headquarters California Texas will be in San Jose, CA • New England headquarters will be COMBINED COMPANY SNAPSHOT in Clinton, CT • Members of current CTWS 3rd largest $2.6B ~700 +1.5M executive team expected to lead investor-owned water and enterprise value dedicated employees people served New England region of combined wastewater utility in the U.S. company $975M $450-550M ~$200M Strong credit rating OPERATIONS fully underwritten bridge loan of equity, underscoring a of annual capital Committed to “A”-category credit facility from J.P. Morgan conservative mix of debt investments across rating of at least “A-” • Combined company will be and equity combined operations called SJW Group, with New England organization known as 1. Based on CTWS unaffected closing stock price of $52.57 on March 14, 2018, the day prior to merger announcement. Connecticut Water Service, Inc. 2. Based on 2017 net income. • Each company’s current operating subsidiaries will continue to CONNECTICUT WATER CONTACT SJW GROUP CONTACTS operate under their existing Daniel J. Meaney, APR Jayme Ackemann Andrew Walters Director, Corporate Communications Director, Corporate Communications Chief Administrative Officer dmeaney@ctwater.com jayme.ackemann@sjwater.com andrew.walters@sjwater.com 860.664.6016 408.918.7247 408.279.7818 www.sjw-ctws.com


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SJW GROUP TO ACQUIRE CONNECTICUT WATER SERVICE TO CREATE A LEADING WATER UTILITY COMPANY 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 transaction between SJW and CTWS may not be satisfied or waived, including the risk that required approvals from the security holders of CTWS 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 effect of water, utility, environmental and other governmental policies and regulations; (4) litigation relating to the proposed transaction; (5) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; (6) risks that the proposed transaction disrupts the current plans and operations of SJW or CTWS; (7) the ability of SJW and CTWS to retain and hire key personnel; (8) competitive responses to the proposed transaction; (9) unexpected costs, charges or expenses resulting from the proposed transaction, including, without limitation, related to SJW’s financing plans in connection with the proposed transaction; (10) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (11) the combined company’s ability to achieve the growth prospects and synergies expected from the proposed transaction, as well as delays, challenges and expenses associated with integrating SJW’s and CTWS’s existing businesses; and (12) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement filed by CTWS in connection with the proposed transaction, and are more fully discussed in SJW’s quarterly report on Form 10-Q for the period ended June 30, 2018 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2018 and CTWS’s quarterly report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 9, 2018. In addition, actual results are subject to other risks and uncertainties that relate more broadly to SJW’s overall business, including those more fully described in its filings with the SEC including, without limitation, its annual report on Form 10-K for the fiscal year ended December 31, 2017 and 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. Forward looking statements are not guarantees of performance, and speak only as of the date made, and none of SJW, its management, CTWS 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 commenced by California Water Service Group (“California Water”) through its wholly owned subsidiary, Waltz Acquisition Sub,Inc., SJW 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 stockholders of SJW 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 stockholders of SJW 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’s investor relations website at https://sjwgroup.com/investor_relations. In addition, copies of these materials may be requested free of charge from SJW’s information agent, Georgeson LLC, toll-free at (866) 357-4029. CONNECTICUT WATER CONTACT SJW GROUP CONTACTS Daniel J. Meaney, APR Jayme Ackemann Andrew Walters Director, Corporate Communications Director, Corporate Communications Chief Administrative Officer dmeaney@ctwater.com jayme.ackemann@sjwater.com andrew.walters@sjwater.com 860.664.6016 408.918.7247 408.279.7818 www.sjw-ctws.com