SouthWest Water Receives Clearance for Proposed Merger from Three of Five Required State Public Utility Regulators
LOS ANGELES--([ BUSINESS WIRE ])--SouthWest Water Company (Nasdaq:SWWC) today announced that it has received clearance for its proposed merger from three of the five required state public utility regulators, including Alabama, Mississippi and Texas.
On March 3, 2010 the company said it agreed to be acquired by institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, LLC. Under the agreement, SouthWest Water stockholders will be entitled to receive $11 per share.
Public utility regulator approvals in Oklahoma and California are the only remaining state approvals needed. Other closing conditions include approval by the majority of the combined voting power of the outstanding common stock and preferred stock, voting as a single class. Stockholders will vote on the merger at the companya™s August 6th Annual Stockholders Meeting. The holders of the companya™s 6.85% convertible subordinate debentures are being notified that the effective date of the merger could occur 20 days or more from todaya™s date.
Holders of record of the companya™s common stock and preferred stock as of the close of business on June 14, 2010 will be entitled to vote at the annual meeting. SouthWest Watera™s board of directors has unanimously determined that the merger agreement is in the best interests of SouthWest Water and its stockholders, and recommends that stockholders vote aFORa adoption of the merger agreement. Stockholders are encouraged to read the companya™s proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the merger agreement and reasons behind the board of directorsa™ unanimous recommendation. Stockholders with questions about the merger agreement, or who need assistance in submitting their proxy or voting their shares should contact SouthWest Watera™s proxy solicitor, Morrow & Co., LLC toll-free at (800) 607-0088 or at (203) 658-9400.
About SouthWest Water
SouthWest Water Company provides a broad range of operations, maintenance and management services, including water production, treatment and distribution; wastewater collection and treatment; customer service; and utility infrastructure construction management. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than a million people in nine states depend on SouthWest Water for high-quality, reliable service. Additional information may be found on the companya™s website: [ www.swwc.com ].
Forward-Looking Statements
This document contains aforward-looking statementsa within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including, but not limited to, statements and expectations relating to the proposed transaction, involve risks and uncertainties. These expectations may differ due to a variety of factors. More detailed information about these factors is contained in the companya™s filings with the Securities and Exchange Commission, including under the caption aRisk Factorsa in the companya™s 2009 Annual Report on Form10-K. The company assumes no obligation to update these forward-looking statements to reflect any change in future events.
Additional Information
In connection with the proposed transaction, SouthWest Water has filed a proxy statement with the Securities and Exchange Commission (SEC). Before making any voting or investment decision, investors and security holders are urged to carefully read the entire proxy statement and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction. A definitive proxy statement has been sent to stockholders in connection with the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement and other documents filed at the SECa™s website at [ http://www.sec.gov ]. The proxy statement and such other documents may also be obtained at no cost from SouthWest Water by directing the request to SouthWest Water Company, 624 S. Grand Avenue, Suite2900, Los Angeles, CA, 90017, Attention: Shareholder Services.
The company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the security holders of the company in connection with the proposed transaction. Information concerning the special interests of these directors, executive officers and other members of the companya™s management and employees in the proposed transaction is included in the companya™s proxy statement referenced above. Information regarding the companya™s directors and executive officers is also available in its Annual Report on Form10-K for the year ended December31, 2009, which is filed with the SEC. These documents are available free of charge at the SECa™s website at [ www.sec.gov ] and from the company at the address provided above.