News | June 15, 2018

California Water Responds To SJW's Rejection Of Its Cash Tender Offer

California Water Reiterates Commitment to a Common-Sense Combination with SJW 

California Water Service Group (“California Water”) recently issued the following statement in response to SJW Group’s (NYSE: SJW) (“SJW”) rejection of its cash tender offer to acquire all outstanding shares of SJW for $68.25 per share in cash.

“Predictably, the SJW Board has taken a further step to entrench itself and its management team by summarily rejecting California Water’s $68.25 all-cash tender offer, which we believe is far superior to that of SJW’s proposed merger with Connecticut Water. Our proposal, which exceeds SJW’s all-time high closing share price, and represents a 30% premium to SJW’s share price at the time of our proposal, offers SJW stockholders substantial value that we believe SJW and Connecticut Water cannot deliver.

“Instead of sitting down to negotiate a transaction with California Water that can deliver value to its stockholders, and benefits customers, communities and employees, SJW is grasping at an ever-shrinking list of ‘reasons’ for rejecting our cash tender offer. Included among such reasons is SJW Board’s selfimposed unwillingness to do a transaction with California Water, and vague promises of benefits from a proposed ‘merger of equals’ with an East Coast-based water utility that is currently in the midst of a goshop period and attempting to fend off an unsolicited bid.

“Contrary to SJW’s assertions, we believe our tender offer is significantly less conditional than the signed merger agreement with Connecticut Water, which includes numerous additional conditions. Specifically, the SJW-Connecticut Water transaction requires approval of two-thirds of Connecticut Water’s outstanding shares, which under the circumstances in our view makes a Connecticut Water transaction illusory.

“SJW is quick to criticize a transaction with California Water, also noting that it would require regulatory review in California, but curiously, SJW fails to mention in today’s rejection press release that the California Public Utilities Commission has ordered that SJW file an application to seek regulatory approval in California to complete its ‘merger of equals’ with Connecticut Water, a process that SJW previously taunted could take 18 months. We encourage SJW in the future to display a higher degree of candor with its own stockholders and other investors.”

About California Water Service Group
California Water Service Group is the parent company of California Water Service, Washington Water Service, New Mexico Water Service, Hawaii Water Service, CWS Utility Services, and HWS Utility Services. Together, these companies provide regulated and non-regulated water service to approximately 2 million people in more than 100 California, Washington, New Mexico, and Hawaii communities. California Water Service Group’s common stock trades on the New York Stock Exchange under the symbol “CWT.” For more information, visit www.calwatergroup.com.

Source: California Water Service Group