SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of August 5, 2018, among SJW GROUP, HYDRO SUB, INC. and CONNECTICUT WATER SERVICE, INC.Agreement and Plan of Merger • August 6th, 2018 • Connecticut Water Service Inc / Ct • Water supply • New York
This SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement” or “Amended and Restated Agreement”), dated as of August 5, 2018 (the “Execution Date”), among SJW Group, a Delaware corporation (“SJW”), Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned Subsidiary of SJW (“Merger Sub”), and Connecticut Water Service, Inc., a Connecticut corporation (“CTWS”), amends and restates in its entirety that certain Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), dated as of May 30, 2018 (the “A&R Execution Date”), which amended and restated in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of March 14, 2018 (the “Original Execution Date”), among SJW, Merger Sub and CTWS.
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,...Connecticut Water Service Inc / Ct • August 6th, 2018 • Water supply
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 a stock-for-stock transaction to an all-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.
