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| CTWS > SEC Filings for CTWS > Form 8-K on 10-Dec-2012 | All Recent SEC Filings |
10-Dec-2012
Other Events, Financial Statements and Exhibits
Completion of Acquisition of Biddeford and Saco Water Company
As previously reported, on July 18, 2012, Connecticut Water Service, Inc. ("CTWS" or "Connecticut Water") announced that it had reached an agreement to acquire the Biddeford and Saco Water Company ("BSWC"), pending a vote of BSWC shareholders, approval by the Maine Public Utilities Commission ("MPUC") and the satisfaction of other various closing conditions, pursuant to the terms of that certain Agreement and Plan of Merger dated July 18, 2012 (the "Merger Agreement") between and among BSWC, CTWS, and OAC Inc., the Company's wholly-owned Maine subsidiary (the "Merger Sub"). BSWC serves approximately 15,500 customers in the State of Maine in the communities of Biddeford, Saco, Old Orchard Beach and Scarborough.
Under the Merger Agreement, the acquisition will be executed through a stock-for-stock merger transaction valued at approximately $11.4 million. Holders of BSWC common stock will receive shares of CTWS common stock in a tax-free exchange. In addition, including the assumption by Connecticut Water of approximately $8.4 million in debt of BSWC, the transaction reflects a total enterprise value of approximately $19.8 million.
On November 7, 2012, Connecticut Water received regulatory approval from the MPUC to proceed with the transaction. The shareholders of BSWC voted to approve the acquisition on December 10, 2012.
Effective December 10, 2012, Connecticut Water completed the acquisition of BSWC by completing the merger of the Merger Sub with and into BSWC, with BSWC as the surviving corporation, pursuant to the terms of the Merger Agreement and Maine corporate law. Upon the effective time of the Merger, the holders of BSWC's 121,100 issued and outstanding shares of common stock became entitled to receive an aggregate of 380,254 shares of CTWS common stock in a tax-free exchange, which exchange will be commenced promptly by the issuance of a letter of transmittal and related materials by Connecticut Water's exchange agent.
On December 10, 2012, Connecticut Water issued a press release describing the completion of its acquisition of BSWC. A copy of the press release dated December 10, 2012 is filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference.
The following document is filed herewith as an exhibit hereto:
(d) Exhibits
99.1 Connecticut Water press release regarding the completion of Connecticut
Water's acquisition of the Biddeford and Saco Water Company, dated
December 10, 2012, is filed herewith.
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