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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Sec.240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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1.
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What was announced? Is the entire company part of the transaction?
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We announced strong fourth quarter earnings results and plans to be acquired by the Infrastructure Investments Fund (IIF).
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All SJI companies – SJI Utilities, South Jersey Energy Solutions and SJI Midstream – are included in the transaction.
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The per share purchase price of $36.00 represents a 46.3% premium to SJI’s 30-day volume-weighted average price (VWAP) on February 23, 2022, the last trading day prior to the announcement of the agreement.
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This transaction represents a significant long-term investment to support the success of SJI, its employees, customers and communities. Together with IIF, we expect to further build
on our leading position in the industry as energy markets accelerate the transition to low carbon and renewable energy.
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SJI will also remain locally managed with headquarters in Folsom, New Jersey and strong ties to the communities we serve.
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IIF recognizes that our employees are the foundation of our success and we expect to continue creating new and exciting opportunities for the SJI team.
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Why this transaction?
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The SJI Board team regularly reviews opportunities to ensure we are pursuing the best path to advance our strategic objectives, grow our company, support our employees and the communities we serve and enhance shareholder value.
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The Board unanimously determined that this is the right path forward and achieves our goal of maximizing value for SJI shareholders, as well as our other stakeholders, including employees.
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Partnering with IIF will help us further build on our leading position as our industry accelerates the transition to low carbon and renewable energy.
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We will also remain locally managed with headquarters in Folsom, New Jersey and strong ties to the communities we serve.
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IIF has an extensive history of investing in utility companies, and significant experience developing renewable energy sources.
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As a private company and with IIF’s support, we will also have additional resources to continue to modernize our critical infrastructure, maintain our high standard of customer service at reasonable rates, and further enhance the
safety, reliability and sustainability of our businesses.
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Importantly, IIF shares our focus on safety, community engagement, local job retention and career growth, and we expect to continue creating new and exciting opportunities for the SJI team.
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Who is IIF?
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IIF is a private investment vehicle focused on investing in critical infrastructure assets.
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They have an extensive history of investing in utility companies, and significant experience developing renewable energy sources.
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The IIF family of companies includes a number of other utilities, including Summit Utilities, El Paso Electric and SouthWest Water Company.
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IIF shares our focus on safety, community engagement, local job retention and career growth. They recognize our proven track record of serving customers with safety, reliability and sustainability, and that employees are critical to
our success.
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IIF’s investment in SJI speaks to the growth and value that we can drive together.
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What does this mean for employees?
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We are pleased that IIF recognizes the strength of our workforce and culture. They appreciate that SJI employees are the foundation of our success, and we expect to continue
creating new and exciting opportunities for the SJI team.
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We remain OneSJI -- this transaction is about creating an even stronger business. There will be no changes to our focus or who we are as a company and this transaction does not change our strategy or the key initiatives we currently
have underway.
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It is important to remember that the announcement is just the first step toward completing this transaction.
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We expect to close the transaction in the fourth quarter of 2022, and until then we are operating as usual at SJI.
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Following the close of the transaction, SJI will remain locally managed with headquarters in Folsom, New Jersey and strong ties to the communities we serve.
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Mike Renna will continue as Chief Executive Officer and the current management team will continue to lead SJI.
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We are relying on you to stay focused on your day-to-day responsibilities and to continue serving our customers as you always have.
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We will keep you informed of developments as we move toward completing the transaction in the weeks and months ahead.
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Will there be any layoffs as a result of this transaction?
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IIF recognizes that you are the foundation of our success, and we expect to continue creating new and exciting opportunities for the SJI team.
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This transaction is about creating an even stronger business, while maintaining our outstanding team and culture.
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IIF has been clear that they are excited to partner with our talented team and they are focused on investing in and growing our business.
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As we transition from a publicly listed company to a private company upon closing the transaction, there will be some changes to the nature of certain job functions and roles.
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We will be working to identify new opportunities within SJI for all employees who may be impacted.
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Should employees expect any change to compensation or benefits?
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Until the transaction closes, we will operate under our current compensation and benefit programs. At this time, there are no plans to make changes to employee compensation or benefits.
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To the extent there are any changes, we would inform you in advance with detailed communications.
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Will I continue to be subject to trading windows?
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Yes. Until the transaction closes, we will continue to operate as an independent public company, and all trading windows still apply.
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Will there be any changes to the SJI name and brand? Does the transaction include the utility business and our midstream and alternative energy businesses? What about headquarters?
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The transaction includes all of SJI’s businesses. Upon completion, SJI will continue to operate under the SJI name and brand, and will remain headquartered in Folsom, NJ.
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Who will lead the company?
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While we’ll be changing ownership, Mike Renna will continue as Chief Executive Officer and the current management team will continue to lead SJI. SJI will
also continue to be overseen by a Board of Directors, much like we are now.
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It remains business as usual at SJI and we should all continue to focus on providing safe, reliable and sustainable service to our customers.
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Will SJI’s strategy change as a private company / under new ownership?
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Partnering with IIF is about advancing our strategy, not changing it. While this transaction will mean a change in ownership, it does not change who we are or how we operate. We will remain OneSJI.
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IIF is partnering with SJI because they believe in our company and the value we provide to our customers and communities.
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They are committed to providing us with additional resources to advance our strategic initiatives to modernize our critical infrastructure, maintain our high standard of customer service at reasonable rates, and further enhance the
safety, reliability and sustainability of our businesses.
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We will also remain locally managed with headquarters in Folsom, New Jersey and strong ties to the communities we serve.
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IIF recognizes that our employees are the foundation of our success, and we expect to continue creating new and exciting opportunities for the SJI team.
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We are looking forward to working with IIF as we continue to grow our company and enter this new chapter.
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What can SJI do as a private company that it can’t do as a public company?
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Becoming a private company will allow us to be more flexible in our decision-making and more strategic in our investments to meet the energy needs of the future.
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As a private company and with IIF’s support, we will have additional resources to continue to modernize our critical infrastructure, maintain our high standard of customer service at reasonable rates, and further enhance the safety,
reliability and sustainability of our business.
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While this transaction will change our ownership structure, it will not change who we are as an organization or our values. Following the transaction close, we will remain locally managed with headquarters in Folsom, New Jersey and strong ties to the communities we serve.
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We will also continue to be led by Mike Renna along with members of our current management team, and a Board of Directors will continue to provide strategic oversight.
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What is the timeline for close of the transaction? What do I need to do between now and close?
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We expect the transaction to close in the fourth quarter of 2022, subject to the approval of SJI’s shareholders, the receipt of regulatory approvals and other customary closing conditions.
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Until then, SJI will continue to operate as a standalone, publicly traded company.
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We are operating as usual at SJI, so please stay focused on serving our customers as you always have.
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13.
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Who do I contact with questions? Where can I go for more information?
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If you have any questions or concerns, please contact your manager or HR Business Partner.
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It’s still early in the process, however, we will get you all the answers that we can, as they become available.
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14.
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What should I tell customers?
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We are confident that this transaction is a positive outcome for our customers.
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This partnership with IIF will provide us with the additional resources to continue to modernize our critical infrastructure, maintain our high standard of customer service at reasonable rates,
and further enhance the safety, reliability and sustainability of our business.
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We expect the transaction to close in the fourth quarter of 2022.
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Until then, SJI will continue to operate as a standalone, publicly traded company.
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Our number one priority is to continue to serve our customers as we always have.
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For our customer facing employees, we will be providing additional resources to help guide conversations and to ensure you are prepared to answer questions.
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