All Four of Legion's Candidates Will Be
Permitted to Stand for Election at the Company's Upcoming Annual
and Special Meeting
Annual and Special Meeting of Shareowners
Postponed to May 31, 2023
TAMPA,
Fla., April 17, 2023 /PRNewswire/ - Primo
Water Corporation (NYSE: PRMW) (TSX: PRMW) (the "Company" or "Primo
Water"), a leading provider of sustainable drinking water solutions
in North America and Europe, today announced that it has agreed to
a proposal of settlement offered by Legion Partners Holdings, LLC
(together with its affiliates, "Legion") dismissing Legion's
Application in the Ontario Superior Court of Justice. Both parties
have agreed to bear their own litigation expenses.
Pursuant to the settlement, the Company has exercised its
discretion under Primo Water's
Bylaws to waive any deficiencies in the nomination notice (the
"Notice") submitted by Legion with respect to Legion's nominees
Henrik Jelert and Lori Tauber
Marcus, such that all four of Legion's nominees
will now be permitted to stand for election to the
Company's Board of Directors (the "Board") at
the rescheduled 2023 annual and special meeting of
shareowners (the "Annual Meeting").
The Board took this compromise action to avoid the ongoing and
significant expense and distraction associated with litigation and
determined that resolving the outstanding litigation was in the
best interests of the Company and its shareowners.
In order to allow shareowners sufficient time to consider the
business of the Annual Meeting and to review the backgrounds of
each of the nominees, and consistent with the settlement agreement,
the Board has set a new date for the Annual Meeting of May 31, 2023, at which shareowners of record as
of April 27, 2023, will be entitled
to vote.
Primo Water will be mailing
shareowners a revised proxy statement and a new BLUE proxy
card. Any previously submitted proxies will be discarded and
shareowners will be required to resubmit their votes.
Shareowners who have any questions or need assistance voting
their shares may contact the Company's proxy solicitor MacKenzie
Partners at 1-800-322-2885 or prmw@mackenziepartners.com
ABOUT PRIMO WATER
CORPORATION
Primo Water is a leading
pure-play water solutions provider in North America and Europe and generates approximately
$2.2 billion in annual revenue.
Primo Water operates largely under a
recurring revenue model in the large format water category (defined
as 3 gallons or greater). This business strategy is commonly
referred to as "razor-razorblade" because the initial sale of a
product creates a base of users who frequently purchase
complementary consumable products. The razor in Primo Water's revenue model is its industry
leading line-up of innovative water dispensers, which are sold
through approximately 10,000 retail locations and online at various
price points. The dispensers help increase household and business
penetration which drives recurring purchases of Primo Water's razorblade offering or water
solutions. Primo Water's razorblade
offering is comprised of Water Direct, Water Exchange, and Water
Refill. Through its Water Direct business, Primo Water delivers sustainable hydration
solutions across its 21-country footprint direct to customers,
whether at home or to businesses. Through its Water Exchange
business, customers visit retail locations and purchase a
pre-filled bottle of water. Once consumed, empty bottles are
exchanged at our recycling center displays, which provide a ticket
that offers a discount toward the purchase of a new bottle. Water
Exchange is available in approximately 17,500 retail locations.
Through its Water Refill business, customers refill empty bottles
at approximately 23,500 self-service refill drinking water
machines. Primo Water also offers
water filtration units across its 21-country footprint.
Primo Water's water solutions
expand consumer access to purified, spring, and mineral water to
promote a healthier, more sustainable lifestyle while
simultaneously reducing plastic waste and pollution. Primo Water is committed to its water
stewardship standards and is proud to partner with the
International Bottled Water Association (IBWA) in North America as well as with Watercoolers
Europe (WE), which ensure strict adherence to safety, quality,
sanitation and regulatory standards for the benefit of consumer
protection.
Primo Water is headquartered in
Tampa, Florida (USA). For more
information, visit www.primowatercorp.com.
Non-GAAP Measure
To supplement its reporting of financial measures determined in
accordance with U.S. GAAP (Generally Accepted Accounting
Principles), Primo Water utilizes
certain non-GAAP financial measures, including and not limited to
Adjusted EBITDA margin, to separate the impact of certain items
from the underlying business. Because Primo
Water uses these adjusted financial results in the
management of its business, management believes this supplemental
information is useful to investors for their independent evaluation
and understanding of Primo Water's
underlying business performance and the performance of its
management. The non-GAAP financial measures described above are in
addition to, and not meant to be considered superior to, or a
substitute for, Primo Water's
financial statements prepared in accordance with GAAP. In addition,
the non-GAAP financial measures included in this press release
reflect management's judgment of particular items, and may be
different from, and therefore may not be comparable to, similarly
titled measures reported by other companies.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934, as amended, and
applicable Canadian securities laws conveying management's
expectations as to the future based on plans, estimates and
projections at the time the Company makes the statements.
Forward-looking statements involve inherent risks and uncertainties
and the Company cautions you that a number of important factors
could cause actual results to differ materially from those
contained in any such forward-looking statements. The
forward-looking statements in this press release include but are
not limited to statements regarding the effectiveness of the
Company's strategy and the ability of the Company's leadership to
execute on such strategy. The forward-looking statements are based
on assumptions regarding management's current plans and estimates.
Factors that could cause actual results to differ materially from
those described in this press release include, among others: risks
relating to any unforeseen changes to or effects on liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, indebtedness, financial condition, losses and future
prospects; the effect of economic, competitive, legal, governmental
and technological factors on Primo
Water's business; and the impact of national, regional and
global events on our business, including the COVID-19 outbreak. The
foregoing list of factors is not exhaustive. Readers are cautioned
not to place undue reliance on these 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 the Company's Annual
Report in the Form 10-K and its quarterly reports on Form 10-Q, as
well as other periodic reports filed with the securities
commissions. The Company does not, except as expressly required by
applicable law, undertake to update or revise any of these
statements in light of new information or future events.
Important Additional
Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company's
shareowners in connection with the Annual Meeting. The Company
filed its definitive proxy statement and a BLUE proxy card
with the U.S. Securities and Exchange Commission (the "SEC") and
Canadian securities regulators on March 31,
2023 in connection with the solicitation of proxies from the
Company's shareowners. SHAREOWNERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY
CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. The Company's definitive proxy statement
for the Annual Meeting contains information regarding the direct
and indirect interests, by security holdings or otherwise, of the
Company's directors and executive officers in the Company's
securities. Information regarding subsequent changes to their
holdings of the Company's securities can be found in the SEC
filings on Forms 3, 4 and 5, which are available on the Company's
website at https://primowatercorp.com/investors/ or through the
SEC's website at www.sec.gov, and are disclosed on The System for
Electronic Disclosure by Insiders (SEDI) in Canada. Information can also be found in the
Company's other SEC filings, including its Annual Report on Form
10-K for the year ended December 31,
2022, filed on March 1, 2023.
Shareowners will be able to obtain the definitive proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC and Canadian securities
regulators at no charge at the SEC's website at www.sec.gov and on
the System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com. Copies will also be available at no charge on the
Company's website at https://primowatercorp.com/investors/.
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SOURCE Primo Water Corporation