Aquarion Water Company, Inc. entered into an agreement and plan of merger to acquire The Torrington Water Company (OTCPK:TORW) (TWC) from O&G Industries, Inc. and others for $80.2 million on March 7, 2022. The acquisition will be executed through a stock-for-stock transaction that is structured to be a tax-free reorganization. The agreement provides that the stockholders of TWC will receive common shares of Aquarion Company's parent, Eversource Energy (Eversource) (NYSE: ES), in exchange for their TWC common stock. In connection with the exchange, Eversource Energy will issue between 885,000 and 925,000 ES common shares at closing. The exchange ratio that determines the number of Eversource Energy common shares issued in the merger will float between 1.0241 and 1.0710 and will be determined by dividing $93.51 by Eversource's volume weighted average share price for 10 full trading days ending on and including the second full trading day prior to closing date of the merger. The Exchange Ratio becomes fixed at 1.0710 if the Eversource Share Value is less than $87.32 and becomes fixed at 1.0241 if the Eversource Share Value is greater than $91.32. An Exchange Ratio of 1.0710 implies a $92.81 per share value based on the closing price of $88.66 for Eversource Energy common shares on March 7, 2022. TWC would merge with and will become a wholly-owned subsidiary of Aquarion. Under the agreement, all TWC employees will be retained. TWC shall pay a termination fee of $3.5 million to Aquarion while Aquarion shall pay a termination fee of $1 million to TWC.

The completion of the merger will require approval by the stockholders of TWC. The merger is also subject to the satisfaction of several other customary closing conditions, including the approval of the Connecticut Public Utilities Regulatory Authority. The Board of Directors of TWC and Aquarion Company, parent of Aquarion Water Company unanimously approved the agreement. As of May 6, 2022, the shareholders meeting of TWC is scheduled on June 14, 2022. As of May 17, 2022, the shareholders meeting of TWC is scheduled on June 16, 2022. The transaction was approved by TWC shareholders on June 16, 2022. Transaction is expected to complete by the end of 2022. Transaction is expected to close in the fourth quarter of 2022.

Boenning & Scattergood, Inc. acted as financial advisor and provided a fairness opinion with a service fee of $0.16 million and $0.24 million respectively to the Board of Directors of TWC. Pamela Glazier, Michael Mendelevich, Steven Rutkovsky, and Marko Zatylny of Ropes & Gray LLP acted as legal advisor to Aquarion Company and Eversource Energy. Sandra D. Dawson, Nancy A. D. Hancock, Lee D. Hoffman, George J. Kasper, Frederic Lee Klein, D. Robert Morris and Kelly F. O'Donnell of Pullman & Comley LLC acted as legal advisor to TWC. Alliance Advisors, LLC acted as information agent with a service fee of $20,000 to TWC.

Aquarion Water Company, Inc. completed the acquisition of The Torrington Water Company (OTCPK:TORW) (TWC) from O&G Industries, Inc. and others on October 3, 2022. The acquisition follows the approval by the Connecticut Public Utilities Regulatory Authority.