0001140361-22-006605.txt : 20220224 0001140361-22-006605.hdr.sgml : 20220224 20220224171350 ACCESSION NUMBER: 0001140361-22-006605 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220224 DATE AS OF CHANGE: 20220224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH JERSEY INDUSTRIES INC CENTRAL INDEX KEY: 0000091928 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 221901645 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06364 FILM NUMBER: 22672582 BUSINESS ADDRESS: STREET 1: 1 SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 BUSINESS PHONE: 609-561-9000 MAIL ADDRESS: STREET 1: 1 SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH JERSEY GAS CO DATE OF NAME CHANGE: 19700507 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC CITY GAS CO DATE OF NAME CHANGE: 19680301 DEFA14A 1 ny20000988x10_defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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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
     
   ☐
Definitive Additional Materials
     
   ☒
Soliciting Material Pursuant to Sec.240.14a-12

SOUTH JERSEY INDUSTRIES, INC.
(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  
       
   
(1)
Title of each class of securities to which transaction applies:
  
     
 
         
   
(2)
Aggregate number of securities to which transaction applies:
  
         
         
   
(3)
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):
  
         
         
   
(4)
Proposed maximum aggregate value of transaction:
  
         
         
   
(5)
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.
  
         
   
(1)
Amount Previously Paid:
  
         
         
   
(2)
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SJI- IIF Video Script

Introduction

•
Good morning.

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Earlier today, we announced an agreement to be acquired by Infrastructure Investment Fund, IIF for short.

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This is an exciting time for SJI, and an extraordinary accomplishment – one that would not be possible without the outstanding work of our entire team.

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So for this, I say thank you to each and every one of you.

What Does this Mean for Employees?

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I understand that in transactions such as these it’s natural for you to wonder…what does this mean for me?

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Let me start by saying we are OneSJI and we will remain OneSJI. There will be no change to our values or our mission. There will be no change to our purpose. This transaction is about growth. The company’s growth, your personal growth and growth for our customers and communities.

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As we’ve gotten to know IIF, it has become clear how much aligned we are – in values, in priorities, in a vision of a clean energy future.

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And they understand the value and competitive advantage that stems from the most valuable asset – our employees, and our proven track record of safety, service and reliability.

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So while they are investing in our company, really they are investing in you. And we expect exciting opportunities for you as a result.

Why IIF?

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As I outlined in my email earlier, IIF has significant expertise developing renewable energy sources and an extensive history of investing in utility companies.

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And, as a long-term investor in infrastructure companies that provide essential services, IIF has a real understanding of and appreciation for the important role we play in our community. We are pleased to have found a partner that shares our commitment to supporting and improving the quality of life for those we serve.

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A large investment from such a proven, experienced partner is a testament to the value they think we can create together.
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With IIF, we will continue to grow and innovate our renewable and sustainable energy assets, including green technologies. With their resources, I’m confident we can enhance our ability to build a clean future and further advance our critical decarbonization efforts.

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Our priorities will not change. We will continue to modernize our critical infrastructure, maintain our high standard of customer service at reasonable rates, and further solidify the safety, reliability, and sustainability of our businesses.

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In other words, we believe with IIF’s support we will be ideally positioned to continue to serve our customers and achieve our goals.

What This Means for Us / Next Steps

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As you can tell, I am eager to begin this new chapter for SJI with all of you.

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That said, today is just the first step in the process. We expect to complete the transaction in the fourth quarter 2022.

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Until that time, we will continue to operate as an independent, publicly traded company.

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At close, SJI will become a private company and our stock will no longer trade on the public market, but we will remain locally managed with headquarters in Folsom and strong ties to the communities we serve.

Conclusion

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In closing, I want to reiterate how excited I am about this transaction and the benefits it will bring to our customers, our communities and to each of you.

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I know I can count on all of you to help realize our goals as we continue on our journey together.

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I look forward to seeing many of you today - and in the coming days - in our offices and out in the field.
Additional Information and Where to Find It

In connection with the proposed transaction, SJI expects to file a proxy statement, as well as other relevant materials, with the Securities and Exchange Commission (the “SEC”). This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that SJI may file with the SEC in connection with the proposed transaction. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by SJI with the SEC at http://www.sec.gov, the SEC’s website, or from SJI’s website (https://investors.sjindustries.com). In addition, the proxy statement and other documents filed by SJI with the SEC (when available) may be obtained from SJI free of charge by directing a request to Investor Relations at investors.sjindustries.com.

Participants in the Solicitation

SJI, its directors and certain of its officers and employees, may be deemed to be participants in the solicitation of proxies from SJI shareholders in connection with the proposed transaction. Information about SJI’s directors and executive officers is set forth in its definitive proxy statement for its 2021 annual meeting of shareholders filed with the SEC on March 18, 2021. To the extent the holdings of the SJI securities by the SJI directors and executive officers have changed since the amounts set forth in the proxy statement for its 2021 annual meeting of shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge at the SEC’s web site at www.sec.gov and on the Investor Relations page of SJI’s website located at https://investors.sjindustries.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement and other relevant materials SJI may file with the SEC.

Forward-Looking Statements

This communication includes statements that are forward-looking statements made pursuant to the safe harbor provisions of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisition of the Company, shareholder and regulatory approvals, the expected timetable for completing the proposed transaction and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.  These risks and uncertainties include, but are not limited to: failure to obtain the required vote of the Company’s shareholders; the timing to consummate the proposed transaction; satisfaction of the conditions to closing of the proposed transaction may not be satisfied; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management’s time on transaction-related issues.
All statements, other than statements of historical fact, including statements regarding guidance, industry prospects, future results of operations or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditures and the outcome or effect of ongoing litigation, should be considered forward looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this communication, or any other documents, words such as “anticipate,” “believe,” "estimate," “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” "target," "will" and similar expressions are intended to identify forward looking statements. These forward looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Such forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward looking statements, are described in greater detail under the heading “Item 1A. Risk Factors” on Form 10-K for the year ended December 31, 2021 and in any other SEC filings made by the Company.  The company cautions that these risks and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this communication, and the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.