California Water Service Group has announced that it has submitted a revised proposal to the Board of Directors of SJW Group increasing its proposal to acquire SJW from US$68.25 per share in cash to US$70.00 per share in cash. California Water’s revised proposal, which exceeds SJW’s all-time high closing share price, represents a 33.6% premium to SJW’s closing share price on the final trading day prior to California Water’s April 4, 2018 proposal.
In its latest proposal, California Water also communicated its willingness to consider different transaction structures that achieve tax deferral on gains from the sale of SJW shares for SJW stockholders with a historical low tax basis and who may prefer to own stock of the combined company. California Water will also consider other features such as a ticking fee for regulatory review delay (of which California Water expects none) and the addition of SJW representatives to the combined company’s Board and management team.
This US$70.00 per share cash proposal assumes SJW’s willingness to engage in negotiations with California Water and enter into mutually acceptable definitive transaction documentation. It does not amend or otherwise modify California Water’s tender offer to acquire all outstanding SJW shares for US$68.25 per share in cash, which is not subject to any due diligence or transaction documentation conditions.