TORONTO and TAMPA, FL, Feb. 12,
2018 /CNW/ - Cott Corporation (NYSE:COT; TSX:BCB) today
announced that it has entered into a definitive agreement pursuant
to which Cott will acquire Crystal Rock Holdings, Inc. (NYSE:CRVP)
for $0.97 per share in cash. The
transaction, which values Crystal
Rock at approximately $35
million, was unanimously approved by both the Cott and
Crystal Rock Boards of Directors. Crystal Rock is a 100 year old
direct-to-consumer home and office water, coffee, filtration and
office supply service delivery business serving customers
throughout New York and New
England.
Jerry Fowden, Cott's Chief
Executive Officer, commented, "The Crystal Rock acquisition is
another positive step in our stated strategy to pursue acquisitions
in the higher margin home and office water delivery and coffee
services categories, where we believe our platform, operating
strength and synergies can be leveraged."
Tom Harrington, Chief Executive
Officer of DS Services, a wholly-owned subsidiary of Cott,
commented, "We are very excited about strengthening our business in
the New York and New England high
density markets and firmly believe that our proven track record of
integrating companies onto our platform will result in improved
performance within our operations in the Northeastern United States."
Under the terms of the merger agreement, a wholly-owned
subsidiary of Cott will promptly commence a tender offer to acquire
all of the outstanding shares of Crystal
Rock's common stock at a price of $0.97 per share in cash. The consummation of the
tender offer is subject to various conditions, including a minimum
tender of a majority of outstanding shares of Crystal Rock common stock on a fully diluted
basis and other customary conditions. Following consummation of the
tender offer, such subsidiary will merge with and into Crystal Rock, such that, following the merger,
Crystal Rock will become a
wholly-owned subsidiary of Cott. Any eligible shares not validly
tendered will be cancelled and converted into the right to receive
the same price per share offered in the tender offer. As a result
of the acquisition, Crystal Rock
shares will cease to be traded on the New York Stock Exchange.
In connection with the execution of the merger agreement,
shareholders holding 50.8% of the outstanding shares of
Crystal Rock common stock have
entered into a support agreement with Cott pursuant to which they
have agreed to tender their shares in the tender offer.
The transaction is expected to close in March 2018, subject to the conditions to the
tender offer and other customary closing conditions. Additional
financial and integration information relating to the acquisition
of Crystal Rock will be provided
post-closing.
IMPORTANT INFORMATION FOR INVESTORS
The tender offer for the outstanding shares of Crystal Rock common stock referenced in this
press release has not yet commenced. This press release is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Crystal Rock common stock, nor is it a
substitute for the tender offer materials that Cott and its
acquisition subsidiary will file with the SEC upon commencement of
the tender offer. At the time the offer is commenced, Cott and its
acquisition subsidiary will file tender offer materials on Schedule
TO, and Crystal Rock will thereafter
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer. The tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important
information. Holders of shares of Crystal
Rock common stock are urged to read these documents when
they become available because they will contain important
information that holders of Crystal
Rock common stock should consider before making any decision
regarding tendering their shares. The Offer to Purchase, the
related Letter of Transmittal and certain other offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of shares of Crystal Rock common stock at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC's web site at
www.sec.gov. Copies of these documents will also be made available
free of charge on Cott's website at
http://www.cott.com/investor-relations. Copies of the documents
filed with the SEC by Crystal Rock
will be available free of charge on Crystal
Rock's website at http://ir.crystalrock.com. In addition to
the Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, Cott
and Crystal Rock file annual, quarterly and special reports
and other information with the SEC. You may read and copy any
reports or other information filed by Cott or Crystal Rock at the SEC public reference room at
100 F Street, N.E., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. Cott and Crystal Rock's filings with the SEC are
also available to the public at the website maintained by the SEC
at www.sec.gov.
ABOUT COTT CORPORATION
Cott is a route based service company with a leading
volume-based national presence in the North America and European home and office
bottled water delivery industry and a leader in custom coffee
roasting, blending of iced tea, and extract solutions for the U.S.
foodservice industry. Our platform reaches over 2.3 million
customers or delivery points across North
America and Europe
supported by strategically located sales and distribution
facilities and fleets, as well as wholesalers and
distributors. This enables us to efficiently service
residences, businesses, restaurant chains, hotels and motels, small
and large retailers, and healthcare facilities.
ABOUT CRYSTAL ROCK HOLDINGS, INC.
Crystal Rock Holdings, Inc. (NYSE MKT: CRVP), operating through
its subsidiary Crystal Rock LLC, markets and distributes water and
coffee service, office supplies, refreshment beverages and other
break room items to the commercial office and at home markets
throughout the Northeast. For over 100 years, the company has
provided quality and high value service, and it's the largest
independent delivery provider of its kind in the United States. It bottles and distributes
natural spring water under the Vermont Pure® brand, purified water
with minerals added under the Crystal Rock® Waters label and it
roasts and packages coffee under its Cool Beans® brand. Launched in
2010, the Crystal Rock Office® brand features traditional office
supplies, break room items, furniture and janitorial and sanitation
products. The majority of its sales are derived from a route
distribution system that delivers water in 3- to 5-gallon reusable,
recyclable bottles, and coffee in fractional packs or pods.
Crystal Rock believes "Little Things
Matter™" to the customer experience with high standards for
delivering premium service excellence and results in customer
productivity - at work or at home. Through technical innovation, a
branded customer experience and a commitment to community and
environment, Crystal Rock family
values are integral to the relationships between employees and
customers. More information is available at CrystalRock.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 conveying
management's expectations as to the future based on plans,
estimates and projections at the time Cott makes the statements.
Forward-looking statements involve inherent risks and uncertainties
and Cott cautions you that a number of important factors could
cause actual results to differ materially from those contained in
any such forward-looking statement. The forward-looking statements
contained in this press release include, but are not limited to,
statements related to the completion of the transaction on the
terms proposed, the anticipated timing of the transaction, expected
synergies and contribution to Cott's performance, and the potential
impact the acquisition will have on Cott and related matters. The
forward-looking statements are based on assumptions regarding the
time necessary to satisfy the conditions to the closing of the
transaction and management's current plans and estimates.
Management believes these assumptions to be reasonable but there is
no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially
from those described in this press release include, among others:
changes in expectations as to the closing of the transaction;
changes in estimates of future earnings and cash flows; expected
synergies and cost savings are not achieved or achieved at a slower
pace than expected; integration problems, delays or other related
costs; retention of customers and suppliers; and unanticipated
changes in laws, regulations, or other industry standards affecting
the companies.
The foregoing list of factors is not exhaustive. Readers are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date hereof. Readers are
urged to carefully review and consider the various disclosures,
including but not limited to risk factors contained in Cott's
Annual Report on Form 10-K and its quarterly reports on Form 10-Q,
as well as other filings with the securities commissions. Cott does
not undertake to update or revise any of these statements in light
of new information or future events, except as expressly required
by applicable law.
Website: www.cott.com
SOURCE Cott Corporation