SJW Group Remains Committed to Merger of Equals with Connecticut Water and its Potential to Create Significant Long-Term Value for Shareholders

SAN JOSE, Calif.–(BUSINESS WIRE)–SJW Group (NYSE: SJW) today issued the following statement regarding
Connecticut Water Service, Inc.’s (NASDAQ: CTWS) receipt and rejection
of an unsolicited, non-binding indication of interest from Eversource
Energy (NYSE: ES) regarding a potential proposal to acquire Connecticut
Water.

“SJW Group and Connecticut Water previously announced on March 15, 2018,
that they have entered into an agreement to combine through a merger of
equals. Under the terms of the agreement, Connecticut Water shareholders
will receive 1.1375 shares of SJW Group common stock for each share of
Connecticut Water common stock they own, the equivalent of $63.70 per
share, based on SJW Group’s closing stock price on April 19, 2018.
Connecticut Water’s shareholders would benefit not only from an
immediate 21% premium to the closing share price on March 14, 2018 – the
day prior to the merger announcement – but, importantly, will retain
future upside through a 40 percent ownership of the combined company.

“SJW Group is committed to the existing merger agreement with
Connecticut Water, which remains on track to close by year-end 2018. The
SJW Group Board continues to believe the merger of equals provides the
shareholders of both companies with the best opportunity for value
creation over the long term, including:

• Highly attractive earnings and growth accretion. The
  combination is expected to be mid- to high-single digit percentage
  accretive to each company’s earnings per share. It will also offer
  greater flexibility to grow the business through increased investments
  and to compete more effectively in a fragmented industry. The new
  company should have the opportunity to expand across a national
  footprint with a leading forecasted growth rate.
• Attractive total shareholder return proposition. Over the past
  five years SJW Group has delivered a 145 percent total return to its
  company’s shareholders and Connecticut Water has delivered a 154
  percent total return to its company's shareholders compared to only 57
  percent for Eversource Energy over the same period.
• A strong balance sheet that enhances financial flexibility to
  increase growth. The combined company is expected to benefit from
  a robust balance sheet and enhanced financial flexibility, with total
  assets of $2.4 billion. This will result in a stronger financial
  foundation and increased capital markets access yielding a lower cost
  of capital, better enabling the new organization to compete for
  attractive growth opportunities on a national level.
• A solid credit profile that supports share repurchase. The
  incremental debt capacity resulting from the merger of equals, and the
  expectation that the combined company will maintain a strong "A"
  credit profile, is expected to enable the combined company to pursue a
  share repurchase program of up to $100 million.
• Robust, stable dividend with immediate uplift. The new company
  is expected to establish a dividend at least equivalent to SJW Group’s
  announced 2018 annual dividend of $1.12 per share. This represents an
  immediate dividend uplift for Connecticut Water shareholders, when
  adjusted for the agreed exchange ratio.

“In addition to benefits to shareholders of both companies, the proposed
merger of equals with Connecticut Water will benefit employees,
customers and communities of both companies in the following ways:

• Honoring commitments to employees. SJW Group and Connecticut
  Water do not anticipate any job losses as a result of the merger of
  equals. Following the close of the transaction, employees will have
  additional opportunities for career development and geographic
  mobility as part of a larger, stronger and more diverse organization.
  The companies do not anticipate any significant changes in employee
  compensation or benefits packages as a result of the transaction. SJW
  Group values its trusted union partnerships, and all union contracts
  will continue to be honored.
• Delivering customer benefits. The new organization will
  maintain the longstanding commitments of SJW Group and Connecticut
  Water to outstanding customer service, which will be enhanced by the
  sharing of best practices, operational expertise and more extensive
  resources. There will be no change in customer rates as a result of
  the merger of equals, and the operating subsidiaries of the combined
  company will each continue to be subject to oversight by their
  respective state regulatory commissions for rates and quality of
  service.
• Serving local communities with a passionate, dedicated team of
  locally-based water professionals. Each of the combined company’s
  operating utilities and their customers will continue to be supported
  locally by a team of passionate, dedicated employees and existing
  leaders. They will continue to bring their extensive certifications,
  operating experience and local knowledge to the communities where they
  live, work and serve.
• Strengthening existing community ties. In addition to retaining
  dedicated employee teams across its footprint, the new company will
  maintain strong community ties and participation in community events
  and organizations in Connecticut, Maine, California and Texas. The
  combined company will continue to focus on supporting economic
  development with investments in growth, safety and reliability.
• Advancing environmental stewardship. Environmental stewardship
  is a core value for both organizations, given the local nature of the
  water business. Both companies have been industry leaders in their
  efforts to promote water conservation and protect the valuable lands
  and water resources that have been entrusted to them. That focus will
  continue as the combined company seeks to further reduce its
  environmental footprint and look for opportunities to improve the
  sustainability of its business practices.
• Providing increased scale, financial strength and geographic
  diversity and deep operating expertise. In addition to an expanded
  market presence, increased scale and more diverse geographic
  footprint, the new organization will provide the opportunity for
  investments in service and reliability that can enhance value for
  shareholders as well as for customers and communities through our
  strong multi-state presence with high-quality and well-run operations,
  as well as constructive regulatory relationships in Connecticut,
  Maine, California and Texas.
• Leveraging technology and capital investments. The combined
  company can cost effectively implement updated customer service tools
  across Connecticut and Maine utility operations by leveraging leading
  Information Services and Technology systems that have been established
  at SJW Group. The new company will honor commitments for approximately
  $200 million of annual capital investments across its combined
  operations, including moving forward with the construction of the new
  surface water treatment facility in Saco, Maine.”

As disclosed at the time of the announced merger of equals, the
transaction, which is expected to close by year-end 2018, is subject to
customary closing conditions and approvals, including the approval of
the issuance of shares in the transaction by SJW Group shareholders, the
approval of Connecticut Water shareholders, the approvals of the
Connecticut Public Utilities Regulatory Authority and the Maine Public
Utilities Commission, the approval of the Federal Communications
Commission, and the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction
is not subject to any financing condition.

J.P. Morgan Securities LLC is serving as financial advisor to SJW Group,
and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel.

About SJW Group

SJW Group is a publicly traded holding company headquartered in San
Jose, California. SJW Group is the parent company of San Jose Water,
SJWTX, Inc., and SJW Land Company. Together, San Jose Water and SJWTX,
Inc. provide water service to more than one million people in San Jose,
California and nearby communities and in Canyon Lake, Texas and the
nearby communities. SJW Land Company owns and operates commercial real
estate investments.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995, as amended. Some of these
forward-looking statements can be identified by the use of
forward-looking words such as “believes,” “expects,” “may,” “will,”
“should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,”
“projects,” “strategy,” or “anticipates,” or the negative of those words
or other comparable terminology.

The accuracy of such statements is subject to a number of risks,
uncertainties and assumptions including, but not limited to, the
following factors: (1) the risk that the conditions to the closing of
the transaction are not satisfied, including the risk that required
approvals from the shareholders of Connecticut Water or the shareholders
of SJW Group for the transaction are not obtained; (2) the risk that the
regulatory approvals required for the transaction are not obtained, or
that in order to obtain such regulatory approvals, conditions are
imposed that adversely affect the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed transaction;
(3) the risk that the anticipated tax treatment of the transaction is
not obtained; (4) the effect of water, utility, environmental and other
governmental policies and regulations; (5) litigation relating to the
transaction; (6) uncertainties as to the timing of the consummation of
the transaction and the ability of each party to consummate the
transaction; (7) risks that the proposed transaction disrupts the
current plans and operations of Connecticut Water or SJW Group; (8) the
ability of Connecticut Water and SJW Group to retain and hire key
personnel; (9) competitive responses to the proposed transaction; (10)
unexpected costs, charges or expenses resulting from the transaction;
(11) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction; (12)
the combined companies’ ability to achieve the growth prospects and
synergies expected from the transaction, as well as delays, challenges
and expenses associated with integrating the combined companies’
existing businesses; and (13) legislative and economic developments.
These risks, as well as other risks associated with the proposed
transaction, will be more fully discussed in the joint proxy
statement/prospectus that will be included in the Registration Statement
on Form S-4 that will be filed with the Securities and Exchange
Commission (“SEC”) in connection with the proposed transaction.

In addition, actual results are subject to other risks and uncertainties
that relate more broadly to SJW Group’s overall business, including
those more fully described in SJW Group’s filings with the SEC,
including its annual report on Form 10-K for the fiscal year ended
December 31, 2017, and Connecticut Water’s overall business and
financial condition, including those more fully described in Connecticut
Water’s filings with the SEC, including its annual report on Form 10-K
for the fiscal year ended December 31, 2017. Forward looking statements
are not guarantees of performance, and speak only as of the date made,
and neither SJW Group or its management nor Connecticut Water or its
management undertakes any obligation to update or revise any
forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction between SJW Group and
Connecticut Water, SJW Group will file with the SEC a Registration
Statement on Form S-4 that will include a joint proxy statement of SJW
Group and Connecticut Water that also constitutes a prospectus of SJW
Group. SJW Group and Connecticut Water may also file other documents
with the SEC regarding the proposed transaction. This document is not a
substitute for the joint proxy statement/prospectus, Form S-4 or any
other document which SJW Group or Connecticut Water may file with the SEC.
INVESTORS AND SECURITY HOLDERS OF SJW GROUP AND CONNECTICUT WATER ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders may obtain free
copies of the Form S-4 and the joint proxy statement/prospectus (when
available) and other documents filed with the SEC by SJW Group and
Connecticut Water through the website maintained by the SEC at www.sec.gov.
Copies of documents filed with the SEC by SJW Group will be made
available free of charge on SJW Group’s investor relations website at https://sjwgroup.com/investor_relations.
Copies of documents filed with the SEC by Connecticut Water will be made
available free of charge on Connecticut Water’s investor relations
website at https://ir.ctwater.com/.

NO OFFER OR SOLICITATION

This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation of
any vote or approval in any jurisdiction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which such
offer, sale or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.

PARTICIPANTS IN THE SOLICITATION

SJW Group, Connecticut Water and certain of their respective directors
and officers, and other members of management and employees, may be
deemed to be participants in the solicitation of proxies from the
holders of SJW Group and Connecticut Water securities in respect of the
proposed transaction. Information regarding SJW Group’s directors and
officers is available in SJW Group’s annual report on Form 10-K for the
fiscal year ended December 31, 2017 and its proxy statement for its 2018
annual meeting dated March 6, 2018, which are filed with the SEC.
Information regarding Connecticut Water’s directors and officers is
available in Connecticut Water’s annual report on Form 10-K for the
fiscal year ended December 31, 2017, and its proxy statement for its
2018 annual meeting dated April 6, 2018, which are filed with the SEC.
Investors may obtain additional information regarding the interest of
such participants by reading the Form S-4 and the joint proxy
statement/prospectus (when available) and other documents filed with the
SEC by SJW Group and Connecticut Water. These documents will be
available free of charge from the sources indicated above.

Contacts

Media
Abernathy MacGregor
Ian Campbell, 213-630-6550
[email protected]
or
Chuck
Dohrenwend, 212-371-5999
[email protected]
or
Kendell
Moore, 212-371-5999
[email protected]
or
SJW
Group
Jayme Ackemann, 408-918-7247
Director, Corporate
Communications
[email protected]
or
Investors
SJW
Group
Andrew Walters, 408-279-7818
Chief Administrative Officer
[email protected]