Filed by Evoqua Water Technologies Corp.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Evoqua Water Technologies Corp.
Commission File No.: 001-38272
On January 31, 2023, Evoqua Water Technologies Corp. (Evoqua) issued a press release announcing the financial results of the Company for the
first quarter ended December 31, 2022, which included the following quote from Ron Keating, Evoqua President and CEO:
On January 23,
2023, Xylem, Inc. (Xylem) announced that we have entered into a definitive agreement under which Xylem will acquire Evoqua in an all-stock transaction. Joining forces with Xylem is an exciting
opportunity for Evoqua and for our team members. This combination provides a platform to leverage our combined strengths, and we look forward to the prospect of increasing our impact to better address the most pressing and increasingly complex
global water challenges. While we remain focused on executing our plan until the deal closes, we will not be providing updates to guidance going forward.
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Forward-Looking
Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words anticipate, estimate, expect, project, intend, plan, contemplate,
predict, forecast, likely, believe, target, will, could, would, should, potential, may and similar expressions or
their negative, may, but are not necessary to, identify forward-looking statements.
Such forward-looking statements, including those regarding the
timing, consummation and anticipated benefits of the transaction described herein, involve risks and uncertainties. Xylem Inc.s (Xylem) and Evoqua Water Technologies Corp.s (Evoqua) experience and results may
differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that
the conditions to the closing of the transaction are not satisfied, including the risk that required approvals of the transaction from the shareholders of Xylem or stockholders of Evoqua or from regulators are not obtained; litigation relating to
the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans or operations of Xylem or Evoqua; the
ability of Xylem and Evoqua to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to relationships with
customers, suppliers, distributors and other business partners resulting from the announcement or completion of the transaction; the combined companys ability to achieve the synergies expected from the transaction, as well as delays,
challenges and expenses associated with integrating the combined companys existing businesses; the impact of overall industry and general economic conditions, including inflation, interest rates and related monetary policy by governments in
response to inflation; geopolitical events, including the war between Russia and Ukraine, and regulatory, economic and other risks associated therewith; and continued uncertainty around the ongoing impacts of the
COVID-19 pandemic, as well as broader macroeconomic conditions. Other factors that might cause such a difference include those discussed in Xylems and Evoquas filings with the Securities and
Exchange Commission (the SEC), which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the joint proxy statement/prospectus on Form S-4 to be filed in connection with the proposed transaction. For more information, see the section entitled Risk
Factors and the forward-looking statements disclosure contained in Xylems and Evoquas Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this
document are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Xylem and Evoqua undertake no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.