Item 8.01. Other Events.
On January 28, 2020, the U.S. Federal Trade Commission notified AquaVenture
Holdings Limited (the "Company" or "AquaVenture") that early termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "HSR Act") was granted, effective immediately, with respect to the
previously announced merger of Amberjack Merger Sub Limited ("Merger Sub") with
and into the Company (the "Merger") pursuant to the Agreement and Plan of
Merger, dated as of December 23, 2019 (the "Merger Agreement"), among Culligan
International Company ("Parent"), Merger Sub and the Company.
The early termination of the waiting period under the HSR Act satisfies certain
conditions to the closing of the Merger. The closing of the Merger remains
subject to the satisfaction or waiver of the remaining conditions to the Merger
set forth in the Merger Agreement.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, AquaVenture will file a proxy
statement with the Securities and Exchange Commission (the "SEC"). Additionally,
AquaVenture will file other relevant materials in connection with the proposed
acquisition of AquaVenture by Parent. The materials to be filed by AquaVenture
with the SEC may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by AquaVenture on AquaVenture's website at
https://aquaventure.com or by contacting AquaVenture investor relations at
investors@aquaventure.com or the investors hotline at 855-278-WAAS (9227).
INVESTORS AND SECURITY HOLDERS OF AQUAVENTURE ARE URGED TO READ THE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Certain Information Regarding Participants
AquaVenture and its directors, executive officers and other persons, may be
deemed to be participants in the solicitation of proxies of AquaVenture
shareholders in connection with the proposed transaction. Information concerning
the interests of AquaVenture's participants in the solicitation, which may, in
some cases, be different than those of AquaVenture's shareholders generally, is
set forth in the materials filed by AquaVenture with the SEC, including in
AquaVenture's definitive proxy statement filed with the SEC on April 26, 2019,
and will be set forth in the proxy statement relating to the proposed
transaction when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
This announcement contains forward-looking statements, including statements
about the expected impact of this transaction on Parent's and AquaVenture's
financial and operating results and business, the operation and management of
AquaVenture after the acquisition, the anticipated funding for the transaction,
and the timing of the closing of the acquisition. Although Parent and
AquaVenture believe that the assumptions upon which their respective
forward-looking statements are based are reasonable, these statements involve
risks and uncertainties, and actual results could differ materially from those
discussed. Factors that could cause or contribute to such differences include,
but are not limited to, the receipt and timing of regulatory approvals for the
transaction, the possibility that the transaction may not close, the reaction to
the transaction of AquaVenture's customers and business partners, the reaction
of competitors to the transaction, the retention of AquaVenture employees,
Parent's plans for AquaVenture, economic conditions in the global markets in
which Parent and AquaVenture operate, the future growth of AquaVenture's and
Parent's businesses and the possibility that integration following the
transaction may be more difficult than expected.
More information about these and other factors can be found in AquaVenture's
most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other filings with the SEC. Neither Parent nor
AquaVenture accept any responsibility for any financial or operational
information contained in this press release relating to the business, results of
operations or financial condition of the other. Each of Parent and AquaVenture
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to reflect any
change in the expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
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