TAMPA,
Fla. and STAMFORD,
Conn., Sept. 5, 2024 /CNW/ - Primo Water
Corporation (NYSE: PRMW) (TSX: PRMW) ("Primo Water") and BlueTriton
Brands, Inc. ("BlueTriton") today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 ("HSR Act"), as amended, in connection with the
previously announced all-stock combination of Primo Water and
BlueTriton ("Transaction").
The expiration of the waiting period under the HSR Act is one of
the conditions necessary for completion of this Transaction. The
Transaction is now expected to close by the end of calendar year
2024, subject to satisfaction of other customary closing
conditions, including approval by Primo Water's shareowners,
regulatory approval in Canada and
court approval of the plan of arrangement for the Transaction, each
as more particularly described in the definitive agreement.
Additional information related to the Transaction can also be
found on the investor relations section of our website:
https://primowatercorp.com/investors/merger.
ABOUT PRIMO WATER CORPORATION
Primo Water is a leading North
America-focused pure-play water solutions provider that
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
11,350 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 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 17,950
retail locations. Through its Water Refill business, customers
refill empty bottles at approximately 23,500 self-service refill
drinking water stations. Primo Water also offers water filtration
units across North America.
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 which ensures 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.
ABOUT BLUETRITON
BlueTriton Brands, Inc. is a water and beverage company in
North America that produces and
distributes a portfolio of brands of spring water, purified water,
and other beverages, which include Poland Spring®,
Deer Park®,
Ozarka®, Ice Mountain®, Zephyrhills®,
Arrowhead®, Origin™, Saratoga®,
AC+ION®, Pure Life®, B'EAU®, and
Splash Refresher™.
BlueTriton also owns and operates ReadyRefresh®, a
reuse and refill platform for home and office beverage delivery in
the United States, providing
access to a broad portfolio of water and beverage products, the
majority of which are sold in reusable, multi-serve bottles. As one
of the leaders in home delivery and reusable packaging, the company
strives to save customers time by conveniently and more sustainably
delivering products to their door. ReadyRefresh is proud of its
role in helping reduce waste by delivering healthy hydration to our
neighbors, businesses, and communities in 3- and 5-gallon reusable
bottles, which are collected, sanitized, and refilled.
Headquartered in Stamford,
Connecticut, BlueTriton is a privately held company with
operations and distribution primarily in the United States and Canada, employing more than 7,000 employees.
BlueTriton manages water resources for long-term sustainability and
helps protect more than 20,000 acres of watershed area owned by the
company from harm and destruction. The company owns, leases or has
rights to collect water from more than 50 active spring sites and
has 30 production facilities across North
America, with some verified to the Alliance for Water
Stewardship ("AWS") Standard. BlueTriton is a Water Champion with
The Water Council and has committed to be verified under their WAVE
program.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities legislation, including Section 27A of the U.S.
Securities Act of 1933 and Section 21E of the U.S. Securities
Exchange Act of 1934 conveying management's expectations as to the
future based on plans, estimates and projections at the time of
such statements. Forward-looking statements involve inherent risks
and uncertainties and several important factors could cause actual
results to differ materially from those contained in any such
forward-looking statement. You can identify forward-looking
statements by words such as "may," "will," "would," "should,"
"could," "expect," "aim," "anticipate," "believe," "estimate,"
"intend," "plan," "predict," "project," "seek," "potential,"
"opportunities," and other similar expressions and the negatives of
such expressions. However, not all forward-looking statements
contain these words. The forward-looking statements contained
in this press release include, but are not limited to, statements
regarding the estimated or anticipated future results of the
combined company following the Transaction, the anticipated
benefits and strategic rationale of the Transaction, including
estimated synergies and capital expenditure rates, forecast
performance metrics of the combined company, the ability of Primo
Water and BlueTriton to complete the Transaction on the terms
described herein, or at all, the expected timing of completion of
the Transaction, receipt of regulatory, court and stock exchange
approvals, and other statements that are not historical facts. The
forward-looking statements are based on Primo Water and
BlueTriton's current expectations, plans and estimates. Primo Water
and BlueTriton believe 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:
(i) the ability of the parties to successfully complete the
Transaction on anticipated terms and timing, including obtaining
required shareholder and regulatory approvals and the satisfaction
of other conditions to the completion of the Transaction, (ii)
risks relating to the integration of Primo Water and BlueTriton's
operations, products and employees into the combined company and
the possibility that the estimated synergies and other benefits of
the Transaction will not be realized or will not be realized within
the expected timeframe, (iii) risks relating to the businesses of
Primo Water and BlueTriton and the industries in which they operate
and the combined company will operate following the Transaction,
(iv) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
Transaction, (v) risks related to disruption of management's time
from ongoing business operations due to the Transaction, (vi) the
risk of any litigation relating to the Transaction, and (vii) the
risk that the Transaction and its announcement could have an
adverse effect on the ability of Primo Water and BlueTriton to
retain and hire key personnel.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of the
management information circular and proxy statement on Schedule 14A
discussed below and other documents filed by Primo Water from time
to time with the U.S. Securities and Exchange Commission and
applicable Canadian securities regulatory authorities. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
Primo Water and BlueTriton do not undertake to update or revise any
of these statements considering new information or future events,
except as expressly required by applicable law.
Non-Solicitation
This communication is not intended to, and does not, constitute
a proxy statement or solicitation of a proxy, consent, vote or
authorization with respect to any securities or in respect of the
Transaction and shall not constitute an offer to sell or exchange,
or a solicitation of an offer to buy or exchange any securities,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act or an
exemption therefrom. In Canada, no
offering of securities shall be made except by means of a
prospectus in accordance with the requirements of applicable
Canadian securities laws or an exemption therefrom.
Additional Information and Where to Find It
This press release relates to the proposed Transaction between
Primo Water and BlueTriton. In connection with the Transaction, on
August 8, 2024, Primo Water filed a
preliminary management information circular and proxy statement on
Schedule 14A containing important information about the Transaction
and related matters. Additionally, Primo Water has and will
continue to file other relevant materials in connection with the
Transaction with applicable securities regulatory authorities.
Investors and security holders of Primo Water are urged to
carefully read the entire management information circular and proxy
statement (including any amendments or supplements to such
documents) when the definitive management information circular and
proxy statement becomes available before making any voting decision
with respect to the Transaction because they will contain important
information about the Transaction and the parties to the
Transaction. The Primo Water management information circular and
proxy statement will be mailed to Primo Water shareholders, as well
as be accessible on the EDGAR and SEDAR+ profile of Primo Water.
Investors and security holders of Primo Water will be able to
obtain a free copy of the management information circular and proxy
statement, as well as other relevant filings containing information
about Primo Water and the Transaction, including materials that
will be incorporated by reference into the management information
circular and proxy statement, without charge, at the SEC website
(www.sec.gov), the SEDAR+ website (www.sedarplus.ca) or from Primo
Water's investor relations website
(www.primowatercorp.com/investors/).
Participants In Solicitation
Primo Water and BlueTriton and their respective directors,
executive officers and other members of management and certain
employees may be deemed to be participants in the solicitation of
proxies from Primo Water shareholders in connection with the
Transaction. Information regarding Primo Water's directors and
executive officers and their ownership of Primo Water securities is
set forth in Primo Water's filings with the SEC, including its
Definitive Proxy Statement on Schedule 14A that was filed with the
SEC on March 28, 2024 under the
heading "Security Ownership of Directors and Management." To
the extent such person's ownership of Primo Water's securities has
changed since the filing of such proxy statement, such changes have
been or will be reflected on Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Primo Water shareholders in connection
with the Transaction will be set forth in the Primo Water
management information circular and proxy statement for the
Transaction, when available. Other information regarding the
participants in the Primo Water proxy solicitation and a
description of their direct and indirect interests in the
Transaction, by security holdings or otherwise, will be contained
in such management information circular and proxy statement and
other relevant materials to be filed with the SEC in connection
with the Transaction. Copies of these documents may be obtained,
free of charge, from the SEC or Primo Water as described in the
preceding paragraph.
Website: www.primowatercorp.com
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SOURCE Primo Water Corporation