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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Nassau
• 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 Nassau New York Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed The Nassau New York Amended Stock Exchange Agreement is a significant agreement entered into by SJW Corp, Roscoe Moss Co, and RMC Shareholders. This detailed description aims to provide comprehensive information about the agreement, its purpose, and potential implications, using relevant keywords. 1. Background: The agreement was made between SJW Corp, a prominent water utility company, Roscoe Moss Co, a leading groundwater infrastructure provider, and RMC Shareholders, the shareholders of Roscoe Moss Co. The parties involved sought to amend the original stock exchange agreement in order to address specific issues and optimize the merger process. 2. Objectives: The primary objectives of the Nassau New York Amended Stock Exchange Agreement are to enhance cooperation, streamline operations, and maximize the efficiency of the merger between SJW Corp and Roscoe Moss Co. The agreement aims to facilitate a successful integration of the two entities, leading to improved services and enhanced shareholder value. 3. Key Provisions: — Stock Exchange Ratio: The agreement specifies the exchange ratio at which RMC Shareholders will receive SJW Corp common stock in exchange for their Roscoe Moss Co shares. — Financing: It outlines the terms and conditions for financing the transaction, including potential cash consideration. — Management and Governance: The agreement addresses the composition of the board of directors and executive management roles in the combined entity. — Employee Matters: It details the treatment of employees, including compensation, benefits, and potential restructuring plans. — Regulatory Approvals: The agreement identifies the necessary approvals from regulatory bodies and outlines the necessary steps to obtain them. — Representations and Warranties: It includes representations and warranties made by both SJW Corp and Roscoe Moss Co regarding the accuracy of financial statements, compliance with laws, and absence of undisclosed liabilities. 4. Benefits: By amending the initial stock exchange agreement, the parties involved aim to unlock several benefits, including: — Synergy Creation: The combined strengths of SJW Corp and Roscoe Moss Co are expected to result in increased operational efficiency and cost savings. — Diversification: The merger enables SJW Corp to expand its market reach and diversify its revenue streams, thereby reducing dependence on specific regions or market segments. — Enhanced Capabilities: By leveraging Roscoe Moss Co's expertise in groundwater infrastructure, SJW Corp can offer a broader range of services to its customers. — Shareholder Value: The agreement aims to create long-term value for SJW Corp and Roscoe Moss Co shareholders by capitalizing on combined resources and business opportunities. 5. Potential Variations: While the detailed description above encompasses the general aspects of the Nassau New York Amended Stock Exchange Agreement, it is important to note that specific variations or additional terms may exist, such as: — Timeframe: Different versions of the agreement may have varying timelines for completing the transaction and integration process. — Earn-Outs: Depending on the agreement, certain shareholders of Roscoe Moss Co may be eligible for earn-outs based on achieving predetermined performance targets. — Other Agreements: In some cases, additional agreements related to intellectual property rights, licenses, lease agreements, or supply contracts may be attached or referenced within the main agreement. In conclusion, the Nassau New York Amended Stock Exchange Agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders represents a strategic collaboration aimed at creating a stronger, more diversified entity in the water utility and groundwater infrastructure sectors. The agreement, with its provisions and objectives, lays the foundation for a smooth merger process, potential synergies, and improved shareholder value.

Nassau New York Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed The Nassau New York Amended Stock Exchange Agreement is a significant agreement entered into by SJW Corp, Roscoe Moss Co, and RMC Shareholders. This detailed description aims to provide comprehensive information about the agreement, its purpose, and potential implications, using relevant keywords. 1. Background: The agreement was made between SJW Corp, a prominent water utility company, Roscoe Moss Co, a leading groundwater infrastructure provider, and RMC Shareholders, the shareholders of Roscoe Moss Co. The parties involved sought to amend the original stock exchange agreement in order to address specific issues and optimize the merger process. 2. Objectives: The primary objectives of the Nassau New York Amended Stock Exchange Agreement are to enhance cooperation, streamline operations, and maximize the efficiency of the merger between SJW Corp and Roscoe Moss Co. The agreement aims to facilitate a successful integration of the two entities, leading to improved services and enhanced shareholder value. 3. Key Provisions: — Stock Exchange Ratio: The agreement specifies the exchange ratio at which RMC Shareholders will receive SJW Corp common stock in exchange for their Roscoe Moss Co shares. — Financing: It outlines the terms and conditions for financing the transaction, including potential cash consideration. — Management and Governance: The agreement addresses the composition of the board of directors and executive management roles in the combined entity. — Employee Matters: It details the treatment of employees, including compensation, benefits, and potential restructuring plans. — Regulatory Approvals: The agreement identifies the necessary approvals from regulatory bodies and outlines the necessary steps to obtain them. — Representations and Warranties: It includes representations and warranties made by both SJW Corp and Roscoe Moss Co regarding the accuracy of financial statements, compliance with laws, and absence of undisclosed liabilities. 4. Benefits: By amending the initial stock exchange agreement, the parties involved aim to unlock several benefits, including: — Synergy Creation: The combined strengths of SJW Corp and Roscoe Moss Co are expected to result in increased operational efficiency and cost savings. — Diversification: The merger enables SJW Corp to expand its market reach and diversify its revenue streams, thereby reducing dependence on specific regions or market segments. — Enhanced Capabilities: By leveraging Roscoe Moss Co's expertise in groundwater infrastructure, SJW Corp can offer a broader range of services to its customers. — Shareholder Value: The agreement aims to create long-term value for SJW Corp and Roscoe Moss Co shareholders by capitalizing on combined resources and business opportunities. 5. Potential Variations: While the detailed description above encompasses the general aspects of the Nassau New York Amended Stock Exchange Agreement, it is important to note that specific variations or additional terms may exist, such as: — Timeframe: Different versions of the agreement may have varying timelines for completing the transaction and integration process. — Earn-Outs: Depending on the agreement, certain shareholders of Roscoe Moss Co may be eligible for earn-outs based on achieving predetermined performance targets. — Other Agreements: In some cases, additional agreements related to intellectual property rights, licenses, lease agreements, or supply contracts may be attached or referenced within the main agreement. In conclusion, the Nassau New York Amended Stock Exchange Agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders represents a strategic collaboration aimed at creating a stronger, more diversified entity in the water utility and groundwater infrastructure sectors. The agreement, with its provisions and objectives, lays the foundation for a smooth merger process, potential synergies, and improved shareholder value.