TORONTO and TAMPA, FL, March 21,
2018 /PRNewswire/ - Cott Corporation ("Cott") (NYSE:COT;
TSX:BCB) today announced the completion of the cash tender offer by
its wholly owned subsidiary, CR Merger Sub, Inc. ("Purchaser"), for
all of the outstanding shares of common stock of Crystal Rock
Holdings, Inc. (NYSE MTK:CRVP) ("Crystal Rock") at an offer price
of $0.97 per share, net to the seller
in cash, without interest but subject to any required withholding
taxes. 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 depositary and paying agent for the tender offer has advised
that, as of 5:00 p.m., New York City time, on March 20, 2018, the expiration of the tender
offer, 16,055,804 shares of common stock of Crystal Rock were tendered pursuant to the
tender offer, representing approximately 75.17% of the issued and
outstanding shares of common stock of Crystal Rock on a fully-diluted basis (as
determined pursuant to the merger agreement). In addition, the
depositary has received commitments to tender approximately 82,636
shares of common stock of Crystal
Rock in accordance with guaranteed delivery procedures,
which, when combined with the shares tendered and not properly
withdrawn from the tender offer, equal approximately 75.56% of the
issued and outstanding shares of common stock of Crystal Rock on a fully-diluted basis. The
condition to the tender offer that at least one share more than 50%
of the issued and outstanding shares of Crystal Rock (calculated on a fully-diluted
basis (as determined pursuant to the merger agreement)) be validly
tendered and not validly withdrawn and all other conditions to the
tender offer have been satisfied. Accordingly, Purchaser has
accepted for payment and will promptly pay the depositary for all
validly tendered shares.
Cott expects to complete the acquisition of Crystal Rock as promptly as practicable on
March 23, 2018 through a merger under
Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"). All remaining
shares of Crystal Rock common stock
not tendered pursuant to the tender offer (other than shares of
Crystal Rock common stock (a) held
in the treasury of Crystal Rock or
owned by any direct or indirect wholly owned subsidiary of
Crystal Rock, (b) owned by
Purchaser, Cott or any direct or indirect wholly owned subsidiary
of Cott, and (c) in respect of which appraisal rights are perfected
in accordance with Section 262 of the DGCL) will be canceled in the
merger and converted into the right to receive $0.97 per share in
cash, without interest but subject to any required withholding
taxes, which is the same price that was paid in the tender offer.
Following completion of the merger, shares of Crystal Rock common
stock will no longer be listed on the NYSE MKT. Financial
expectations and modelling information regarding the transaction
will be provided in Cott's first quarter 2018 earnings release and
conference call.
IMPORTANT INFORMATION FOR INVESTORS
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. On February 20, 2018,
Cott and its acquisition subsidiary filed tender offer materials on
Schedule TO, and Crystal Rock filed
a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer materials
and the Solicitation/Recommendation Statement, as amended, are
available for free at the SEC's web site at www.sec.gov. Copies of
these documents are also available free of charge on Cott's website
at http://www.cott.com/investor-relations. Copies of the documents
filed with the SEC by Crystal Rock
are available free of charge on Crystal
Rock's website at http://ir.crystalrock.com. In addition to
the Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, Cott
and Crystal Rock file annual, quarterly and special reports
and other information with the SEC. You may read and copy any
reports or other information filed by Cott or Crystal Rock at the SEC public reference room at
100 F Street, N.E., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. Cott and Crystal Rock's filings with the SEC are
also available to the public at the website maintained by the SEC
at www.sec.gov.
ABOUT COTT CORPORATION
Cott is a route based service company with a leading
volume-based national presence in the North America and European home and office
bottled water delivery industry and a leader in custom coffee
roasting, blending of iced tea, and extract solutions for the U.S.
foodservice industry. Our platform reaches over 2.4 million
customers or delivery points across North
America and Europe
supported by strategically located sales and distribution
facilities and fleets, as well as wholesalers and
distributors. This enables us to efficiently service
residences, businesses, restaurant chains, hotels and motels, small
and large retailers, and healthcare facilities.
ABOUT CRYSTAL ROCK HOLDINGS, INC.
Crystal Rock, operating through
its subsidiary Crystal Rock LLC, markets and distributes water and
coffee service, office supplies, refreshment beverages and other
break room items to the commercial office and at home markets
throughout the Northeast. For over 100 years, the company has
provided quality and high value service, and it's the largest
independent delivery provider of its kind in the United States. It bottles and distributes
natural spring water under the Vermont Pure® brand, purified water
with minerals added under the Crystal Rock® Waters label and it
roasts and packages coffee under its Cool Beans® brand. Launched in
2010, the Crystal Rock Office® brand features traditional office
supplies, break room items, furniture and janitorial and sanitation
products. The majority of its sales are derived from a route
distribution system that delivers water in 3- to 5-gallon reusable,
recyclable bottles, and coffee in fractional packs or pods.
Crystal Rock believes "Little Things
Matter™" to the customer experience with high standards for
delivering premium service excellence and results in customer
productivity - at work or at home. Through technical innovation, a
branded customer experience and a commitment to community and
environment, Crystal Rock family
values are integral to the relationships between employees and
customers. More information is available at CrystalRock.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 conveying
management's expectations as to the future based on plans,
estimates and projections at the time Cott makes the statements.
Forward-looking statements involve inherent risks and uncertainties
and Cott cautions you that a number of important factors could
cause actual results to differ materially from those contained in
any such forward-looking statement. The forward-looking statements
contained in this press release include, but are not limited to,
statements related to the anticipated timing of the consummation of
the merger. The forward-looking statements are based on assumptions
regarding the time necessary to satisfy the conditions to the
closing of the transaction and management's current plans and
estimates. Management believes these assumptions to be reasonable
but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially
from those described in this press release include, among others,
the parties' ability to satisfy the conditions to the merger
agreement and to consummate the merger within the timeframe set
forth herein.
The foregoing factors are not exhaustive. Readers are cautioned
not to place undue reliance on any forward-looking statements,
which speak only as of the date hereof. Readers are urged to
carefully review and consider the various disclosures, including
but not limited to risk factors contained in Cott's Annual Report
on Form 10-K, as well as other filings with the securities
commissions. Cott does not undertake to update or revise any of
these statements in light of new information or future events,
except as expressly required by applicable law.
Website: www.cott.com
SOURCE Cott Corporation