Crystal Rock Holdings, Inc. To Be Acquired By Cott Corporation

WATERTOWN, Conn., Feb. 12, 2018 (GLOBE NEWSWIRE) -- Crystal Rock Holdings, Inc. announced it has entered into a definitive agreement pursuant to which it will be acquired by Cott Corporation for $0.97 per share in cash.  The transaction, which values Crystal Rock at approximately $35 million, was unanimously approved by both the Crystal Rock and Cott Boards of Directors. 
 

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.  Cott’s platform reaches over 2.3 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. 

The $0.97 per share acquisition price represents a 22.8% premium to Crystal Rock’s closing stock price on February 9, 2018, and a 21.7% premium to the company’s 30-day volume weighted average stock price. 

Peter Baker, Chief Executive Officer of Crystal Rock, stated, "The shareholders of Crystal Rock will be benefiting from the premium paid over the recent trading price of the shares.  In addition to this, given the shared corporate culture of the two companies, our customers will continue to receive best in class service in the northeast market.” 

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. 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, such that, following the merger, Crystal Rock will become a wholly-owned subsidiary of Cott. Any eligible shares not validly tendered will be cancelled and converted into the right to receive the same price per share offered in the tender offer. As a result of the acquisition, Crystal Rock shares will cease to be traded on the New York Stock Exchange. 

In connection with the execution of the merger agreement, shareholders holding 50.8% 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 transaction is expected to close in March 2018, subject to the conditions to the tender offer and other customary closing conditions. 

Mirus Securities, Inc. acted as financial advisor and Foley Hoag LLP as legal counsel to Crystal Rock in connection with the transaction 

ABOUT CRYSTAL ROCK HOLDINGS, INC. 
Crystal Rock Holdings, Inc., 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 MatterTM” 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.