Mississauga, Canada-based Cott Corp. announced that it has entered into a definitive agreement pursuant to which Cott will acquire Crystal Rock Holdings Inc., Watertown, Conn., for $0.97 per share in cash. The transaction, which values Crystal Rock at approximately $35 million, was unanimously approved by both the Cott and Crystal Rock Boards of Directors, the companies say.
Crystal Rock is a 100-year-old direct-to-consumer home and office water, coffee, filtration and office supply service delivery business serving customers throughout New York and New England.
"The Crystal Rock acquisition is another positive step in our stated strategy to pursue acquisitions in the higher-margin home and office water delivery and coffee services categories, where we believe our platform, operating strength and synergies can be leveraged," said Jerry Fowden, Cott's chief executive officer, in a statement.
Tom Harrington, chief executive officer of DS Services, a wholly owned subsidiary of Cott, added, "We are very excited about strengthening our business in the New York and New England high-density markets and firmly believe that our proven track record of integrating companies onto our platform will result in improved performance within our operations in the Northeastern United States."
Under the terms of the merger agreement, a wholly owned subsidiary of Cott will promptly commence a tender offer to acquire all of the outstanding shares of Crystal Rock's common stock at a price of $0.97 per share in cash, according to the companies. The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding shares of Crystal Rock common stock on a fully diluted basis and other customary conditions. Following consummation of the tender offer, such subsidiary will merge with and into Crystal Rock, and following the merger, Crystal Rock will become a wholly owned subsidiary of Cott, they say.
In connection with the execution of the merger agreement, shareholders holding 50.8 percent of the outstanding shares of Crystal Rock common stock have entered into a support agreement with Cott pursuant to which they have agreed to tender their shares in the tender offer, the companies say.
The transaction is expected to close in March 2018, subject to the conditions to the tender offer and other customary closing conditions. Additional financial and integration information relating to the acquisition of Crystal Rock will be provided post-closing.