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Cott announces definitive agreement to acquire Crystal Rock Holdings

TORONTO, Canada and TAMPA, FL, U.S. – Cott Corporation announces that it has entered into a definitive agreement pursuant to which Cott will acquire Crystal Rock Holdings, Inc. (NYSE:CRVP) for $0.97 per share in cash.

The transaction, which values Crystal Rock at approximately $35 million, was unanimously approved by both the Cott and Crystal Rock Boards of Directors.

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.

Jerry Fowden, Cott’s Chief Executive Officer, commented, “The Crystal Rock acquisition is another positive step in our stated strategy to pursue acquisitions in the higher margin home and office water delivery and coffee services categories, where we believe our platform, operating strength and synergies can be leveraged.”

Tom Harrington, Chief Executive Officer of DS Services, a wholly-owned subsidiary of Cott, commented, “We are very excited about strengthening our business in the New York and New England high density markets and firmly believe that our proven track record of integrating companies onto our platform will result in improved performance within our operations in the Northeastern United States.”

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. Additional financial and integration information relating to the acquisition of Crystal Rock will be provided post-closing.