Leading Proxy Advisory Firms, ISS & PROXY Governance, Recommend SouthWest Water Company Stockholders Vote 'FOR' Proposed Merger
19 Julho 2010 - 6:30PM
Business Wire
SouthWest Water Company (NASDAQ:SWWC) today announced that
leading independent proxy advisory firms, PROXY Governance and
RiskMetrics Group's ISS Proxy Advisory Services ("ISS"), recommend
that SouthWest Water's stockholders vote "FOR" the proposed merger
in which institutional investors advised by J.P. Morgan Asset
Management and Water Asset Management L.L.C. would acquire the
company. The adoption of the merger agreement is one of the matters
to be voted upon at the Company's upcoming 2010 Annual Meeting of
Stockholders on August 6, 2010.
PROXY Governance recommended that SouthWest Water stockholders
vote "FOR" the transaction in its July 14, 2010 report by stating:
“We support this transaction because it appears to place a fair
value on the company based on the overall market reaction, the
premium offered, analysts’ opinions and the company’s historic
prices. We also support the board’s active engagement in the
process, as well as the use of an auction process to help maximize
shareholder value.”*
ISS also stated in its July 15, 2010 report, “A vote 'FOR' this
proposal is warranted given the thorough strategic review process
including appointment of a Special Committee of the board, and the
significant merger premium.”*
Mark Swatek, SouthWest Water's president and chief executive
officer, said, "Both recommendations from PROXY Governance and ISS
support our belief that this proposed transaction is in the best
interest to our stockholders, as well as our customers, employees
and the communities we serve. We look forward to completing this
transaction and urge SouthWest Water stockholders to follow PROXY
Governance and ISS’ recommendation by voting 'FOR' the merger at
the upcoming Stockholders Meeting."
As previously announced on March 3, 2010, SouthWest Water
stockholders will receive $11.00 per share in cash, which
represents a 56% premium over the company's closing price on March
2, 2010. After taking into account the company’s outstanding debt,
the transaction represents a total enterprise value of
approximately $427 million.
Holders of record of SouthWest Water’s common stock and
preferred stock as of the close of business on June 14, 2010 will
be entitled to vote at the meeting. Stockholders are encouraged to
read the company’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
directors’ unanimous recommendation. Stockholders with questions
about the merger agreement, or who need assistance in submitting
their proxy or voting their shares, should contact SouthWest
Water’s proxy solicitor, Morrow & Co., LLC toll free at (800)
607-0088 or at (203) 658-9400.
* Permission to use quotations was neither sought nor
obtained.
About SouthWest Water Company
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 9 states depend on
SouthWest Water for high-quality, reliable service. Additional
information may be found on the company's website:
http://www.swwc.com.
Forward-Looking Statements
This document contains "forward-looking statements" 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 company's filings with the Securities and Exchange
Commission, including under the caption "Risk Factors" in the
company's 2009 Annual Report on Form 10-K and March 31, 2010
Current Report on Form 10-Q. 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 SEC’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,
Suite 2900, 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 company’s management
and employees in the proposed transaction is included in the
company’s proxy statement referenced above. Information regarding
the company’s directors and executive officers is also available in
its Annual Report on Form 10-K for the year ended
December 31, 2009, which is filed with the SEC. These
documents are available free of charge at the SEC’s website at
www.sec.gov and from the company at the address provided above.
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