Boston, MA -- (SBWire) -- 01/27/2012 --C.W. Downer & Co., a leading global middle-market investment bank, is pleased to announce that the City of Nashua has completed the acquisition of Pennichuck Corporation (Nasdaq: PNNW). Through this transaction, Nashua has acquired the three regulated water utilities owned by Pennichuck, the company’s water services and real estate operations, and all the watershed land owned by the company. Pennichuck shareholders will receive $29 per share for a total of $137.8 million. Including assumed corporate debt, the transaction value was approximately $200 million.

In this unprecedented transaction, a local government has acquired all the outstanding shares of a public company using municipal debt to finance the purchase. This unique transaction structure benefits all parties – water rates will be lower for utility customers, the City of Nashua will control the future of its water system and watershed lands, all water utility employees will keep their current jobs, and stockholders will receive a fair price for their shares. Pennichuck will continue to operate as a distinct corporate entity governed by a Board of Directors appointed by the City.

This agreement marks the end of a decade-long legal battle between the City of Nashua and Pennichuck over control of the city’s drinking water. Starting in 2002, Nashua first attempted to acquire Pennichuck by way of an eminent domain takeover. Under the leadership of Mayor Donnalee Lozeau and the Nashua Board of Aldermen, and with the financial advice of C.W. Downer & Co. and legal advice of Rath, Young and Pignatelli, the City subsequently chose to pursue a negotiated solution which has resulted in this extraordinary stock sale transaction.

“This transaction realizes our long term goal of securing and protecting critical water resources and watershed land for the citizens of Nashua for generations to come,” declared Mayor Lozeau. “I couldn’t be more pleased with the results achieved by the City team and its advisors.”

“It’s great,” Alderman-At-Large Brian McCarthy said of the closing. “It’s the end of a decade of hard work and the beginning of a century of benefits.”

“We are delighted that we helped Nashua and Pennichuck find this solution to their eminent domain dispute,” said Wade Aust, Managing Director & Partner of C.W. Downer & Co. “This transaction is a welcome addition to C.W. Downer’s record of successful infrastructure engagements.”

“Advising the City of Nashua on the acquisition of a public company has been a unique experience,” said Arthur Gottlieb, Managing Director & Partner of C.W. Downer & Co. “We have dealt with a number of issues – from working with the Nashua city government, to obtaining Public Utility Commission approval, to presenting this transaction to the municipal debt rating agencies – that are simply not factors in most corporate transactions.”

The C.W. Downer & Co. team responsible for the Pennichuck acquisition included Mr. Aust (Managing Director & Partner, Boston), Mr. Gottlieb (Managing Director & Partner, Boston), Ruta J. Laukien (Director, Boston) and Christopher Donegan (Director, Boston).

About C.W. Downer & Co.
C.W. Downer & Co. is an independent, global investment bank offering middle-market clients a high level of personal attention coupled with 35 years of international execution experience. We provide insight, not just information. We generate value, not just transactions. With eight fully integrated offices on four continents, we consistently identify the most appropriate strategic buyer and uncover “hidden” acquisition targets. C.W. Downer & Co. delivers the reach of a bulge-bracket investment bank with the senior level focus of a boutique. For more information, visit http://www.cwdowner.com.

Contacts:
Wade Aust, Managing Director & Partner
waust@cwdowner.com

Arthur Gottlieb, Managing Director & Partner
agottlieb@cwdowner.com