Utah Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders - Detailed

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1191
• Format: Word; Rich Text

Description

12-1191 12-1191 . . . Stock Exchange Agreement under which a 31% majority stockholder of corporation ("acquired company") will become wholly owned subsidiary of corporation, and all outstanding shares of acquired company common stock will be exchanged for such number of shares of corporation common stock as are equal to sum of (i) number of shares of corporation common stock owned by acquired company on closing date, plus (ii) 0.76 multiplied by number of shares of common stock of unrelated company that is owned by acquired company on closing date, plus (iii) number of shares of corporation common stock that is determined by dividing net tangible book value of acquired company on closing date by net book value per share of corporation as of quarter ended immediately prior to closing date Utah Amended Stock Exchange Agreement: A Comprehensive Overview of the Partnership between SJW Corp, Roscoe Moss Co, and RMC Shareholders Introduction: The Utah Amended Stock Exchange Agreement represents an important milestone in the collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This detailed description will delve into the various aspects of this agreement, highlighting its significance, key stakeholders involved, and the potential benefits it brings to all parties concerned. 1. Background: The Utah Amended Stock Exchange Agreement emerged as a result of negotiations between SJW Corp, a leading publicly traded water utilities company, Roscoe Moss Co, a prominent manufacturer of water well screens and filters, and RMC Shareholders, the majority shareholders of Roscoe Moss Co. 2. Parties Involved: a. SJW Corp: SJW Corp, a reputable water utilities company with considerable expertise in water treatment and supply, recognizes the value and potential of collaborating with Roscoe Moss Co. Through this agreement, SJW Corp looks to expand its operations and add a diverse portfolio of water well products to its offerings. b. Roscoe Moss Co: Roscoe Moss Co, a long-established industry player specializing in manufacturing water well screens and filters, seeks a strategic partnership that would facilitate its growth and strengthen its market presence. The amended stock exchange agreement offers this opportunity by joining forces with SJW Corp. c. RMC Shareholders: RMC Shareholders represent the majority ownership of Roscoe Moss Co. Their involvement in this agreement signifies their belief in the potential synergy between Roscoe Moss Co and SJW Corp, leading to mutual benefits, enhanced market standing, and increased profitability for all stakeholders. 3. Agreement Highlights: a. Mutual Exchange of Stock: — Under the Utah Amended Stock Exchange Agreement, SJW Corp will acquire a majority stake in Roscoe Moss Co, effectively becoming its controlling entity. — In return, RMC Shareholders will receive a significant number of SJW Corp's shares proportionate to their ownership stakes in Roscoe Moss Co. b. Enhanced Product Portfolio: — The partnership aims to leverage Roscoe Moss Co's expertise in manufacturing water well screens and filters, integrating it with SJW Corp's water treatment and supply capabilities. — This collaboration will enable both companies to offer an extensive range of high-quality water well products to their customers. c. Geographical Expansion: — The amended agreement aims to expand the market reach of both companies into new geographies, leveraging SJW Corp's existing distribution networks combined with Roscoe Moss Co's industry-specific knowledge. — This expansion will open lucrative opportunities for growth and facilitate access to previously untapped customer bases. d. Synergies and Cost-efficiency: — By combining their resources, technical know-how, and operational expertise, SJW Corp and Roscoe Moss Co can achieve significant synergies. — Collaboration in research, development, production, and distribution will lead to streamlined operations, reduced redundancy, and increased cost-efficiency. e. Value Creation for Shareholders: — The partnership between SJW Corp, Roscoe Moss Co, and RMC Shareholders intends to create long-term value for the shareholders of all involved companies. — By pooling resources and leveraging each other's strengths, enhanced financial performance, competitiveness, and profitability are expected, thereby benefiting shareholders. Conclusion: The Utah Amended Stock Exchange Agreement represents a prominent strategic collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders, resulting in a mutually beneficial partnership. By combining their respective capabilities, the partnership aims to expand market reach, offer a diverse product portfolio, achieve synergies, and create value for shareholders. This agreement is poised to enhance the industry positioning of all parties involved, opening new avenues for growth and progress in the water utilities sector. Note: This is a hypothetical content generated by OpenAI's GPT-3 model. It does not represent factual events or real agreements.

Utah Amended Stock Exchange Agreement: A Comprehensive Overview of the Partnership between SJW Corp, Roscoe Moss Co, and RMC Shareholders Introduction: The Utah Amended Stock Exchange Agreement represents an important milestone in the collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This detailed description will delve into the various aspects of this agreement, highlighting its significance, key stakeholders involved, and the potential benefits it brings to all parties concerned. 1. Background: The Utah Amended Stock Exchange Agreement emerged as a result of negotiations between SJW Corp, a leading publicly traded water utilities company, Roscoe Moss Co, a prominent manufacturer of water well screens and filters, and RMC Shareholders, the majority shareholders of Roscoe Moss Co. 2. Parties Involved: a. SJW Corp: SJW Corp, a reputable water utilities company with considerable expertise in water treatment and supply, recognizes the value and potential of collaborating with Roscoe Moss Co. Through this agreement, SJW Corp looks to expand its operations and add a diverse portfolio of water well products to its offerings. b. Roscoe Moss Co: Roscoe Moss Co, a long-established industry player specializing in manufacturing water well screens and filters, seeks a strategic partnership that would facilitate its growth and strengthen its market presence. The amended stock exchange agreement offers this opportunity by joining forces with SJW Corp. c. RMC Shareholders: RMC Shareholders represent the majority ownership of Roscoe Moss Co. Their involvement in this agreement signifies their belief in the potential synergy between Roscoe Moss Co and SJW Corp, leading to mutual benefits, enhanced market standing, and increased profitability for all stakeholders. 3. Agreement Highlights: a. Mutual Exchange of Stock: — Under the Utah Amended Stock Exchange Agreement, SJW Corp will acquire a majority stake in Roscoe Moss Co, effectively becoming its controlling entity. — In return, RMC Shareholders will receive a significant number of SJW Corp's shares proportionate to their ownership stakes in Roscoe Moss Co. b. Enhanced Product Portfolio: — The partnership aims to leverage Roscoe Moss Co's expertise in manufacturing water well screens and filters, integrating it with SJW Corp's water treatment and supply capabilities. — This collaboration will enable both companies to offer an extensive range of high-quality water well products to their customers. c. Geographical Expansion: — The amended agreement aims to expand the market reach of both companies into new geographies, leveraging SJW Corp's existing distribution networks combined with Roscoe Moss Co's industry-specific knowledge. — This expansion will open lucrative opportunities for growth and facilitate access to previously untapped customer bases. d. Synergies and Cost-efficiency: — By combining their resources, technical know-how, and operational expertise, SJW Corp and Roscoe Moss Co can achieve significant synergies. — Collaboration in research, development, production, and distribution will lead to streamlined operations, reduced redundancy, and increased cost-efficiency. e. Value Creation for Shareholders: — The partnership between SJW Corp, Roscoe Moss Co, and RMC Shareholders intends to create long-term value for the shareholders of all involved companies. — By pooling resources and leveraging each other's strengths, enhanced financial performance, competitiveness, and profitability are expected, thereby benefiting shareholders. Conclusion: The Utah Amended Stock Exchange Agreement represents a prominent strategic collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders, resulting in a mutually beneficial partnership. By combining their respective capabilities, the partnership aims to expand market reach, offer a diverse product portfolio, achieve synergies, and create value for shareholders. This agreement is poised to enhance the industry positioning of all parties involved, opening new avenues for growth and progress in the water utilities sector. Note: This is a hypothetical content generated by OpenAI's GPT-3 model. It does not represent factual events or real agreements.