BIW Limited Discontinues Dividend Pending Closing of Merger Transaction
January 03 2008 - 4:09PM
Business Wire
BIW Limited, parent company of Birmingham Utilities and Birmingham
H2O Services (AMEX: �BIW�) announced today that its Board of
Directors has determined that it will not make any further dividend
payments to shareholders pending closing of its merger with the
South Central Connecticut Regional Water Authority (RWA). Although
the Company retained authority under its merger agreement with RWA
to pay a deferred third quarter dividend, the Board of Directors
determined that delays in obtaining regulatory approvals and
additional transaction expenses did not make it practicable to pay
any further cash dividends. The merger transaction with RWA is
scheduled to close on or about January 16, 2008. Upon closing of
the merger, shareholders of BIW will receive $23.75 in cash for
each share of BIW Common Stock. BIW common stock will no longer be
traded and shareholders of BIW stock will have no interest in the
continuing operations of the Company. Once the transaction is
completed, the RWA will operate the regulated operations of
Birmingham Utilities in its Valley division of Ansonia, Derby and
parts of Seymour. As part of the transaction, the Connecticut Water
Company (CWC) will purchase the regulated and non-regulated
operations of Birmingham Utilities Eastern Division. BIW Limited is
the parent company of Birmingham Utilities, Inc., a regulated
public water service company which collects and distributes water
for domestic, commercial and industrial uses and fire protection in
Ansonia, Derby and in small parts of the contiguous town of
Seymour, Connecticut, and Birmingham Utilities, Eastern Division
consisting of 30 regulated water systems located in eastern
Connecticut, as well as a non-regulated contract operations
business that monitors and services another 51 water systems also
in eastern Connecticut, and Birmingham H2O Services, Inc., which
provides water related services to other water utilities,
contractors, and individuals throughout Connecticut.
FORWARD-LOOKING STATEMENTS Statements included in this press
release, which are not historical in nature, are forward-looking
statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements
relating to the closing of the merger with RWA are subject to
satisfaction of closing conditions provided in the merger
agreement. Statements relating to the future financial performance
of the Company are subject to business conditions and growth in the
general economy, weather conditions, regulatory decisions, the
impact of competitive products and pricing on the Company's
non-regulated operations, failure to obtain new customers or retain
old customers or changes in the financial stability of customers,
and changes in interest rates. Such statements are based upon the
current beliefs and expectations of BIW Limited management and are
subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements. When
used in this press release the terms "anticipate," "believe,"
"estimate," "expect," "may," "objective," "plan," "possible,"
"potential," "project," "will" and similar expressions identify
forward-looking statements.
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