8-K

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 16, 2020

AquaVenture Holdings Limited
(Exact name of registrant as specified in its charter)

British Virgin Islands
(State or other jurisdiction of incorporation)

001-37903	98-1312953
(Commission File Number)	(I.R.S. Employer Identification No.)

c/o Conyers Corporate Services (BVI) Limited

Commerce House, Wickhams Cay 1

P.O. Box 3140 Road Town

British Virgin Islands VG1110

(Address of principal executive office)

(813) 855-8636

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	WAAS	New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 16, 2020, AquaVenture Holdings Limited (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, holders of 25,257,062 of the Company's ordinary shares were represented in person or by proxy and approximately 99.9% of those ordinary shares eligible to be voted and voting at the meeting were voted in favor of the adoption of the merger agreement.

At the Special Meeting, shareholders voted on the following proposal, which is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 18, 2020. The number of votes cast for and against, as well as the number of abstentions with respect to, the proposal voted upon at the Special Meeting are set forth below. There were no broker non-votes with respect to the proposal.

Proposal 1 - The Merger Agreement.  To adopt the Agreement and Plan of Merger, (including a form of the plan of merger, which is included as an exhibit thereto), dated as of December 23, 2019, among Culligan International Company, a Delaware corporation (“Parent”), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent, and the Company, a business company incorporated under the laws of the British Virgin Islands, (as it may be amended from time to time, the “Merger Agreement”). Shareholders voted as follows:

For:	25,232,967
Against:	5,189
Abstain:	18,906

Accordingly, the adoption of the Merger Agreement was approved.

Shareholder action on a second proposal, to approve one or more adjournments or postponements of the Special Meeting, if necessary, to solicit additional proxies in favor of proposal 1, was not required and no vote was taken on that proposal.

Item 8.01. Other Events.

On March 16, 2020, the Company issued a press release announcing the results of the shareholder votes at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated March 16, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AquaVenture Holdings Limited
	By:	/s/ Lee S. Muller
Dated: March 17, 2020	Name:	Lee S. Muller
	Title:	Chief Financial Officer

3

EX-99.1

Exhibit 99.1

 

Press Release

FOR IMMEDIATE RELEASE

March 16, 2020

AquaVenture Shareholders Approve Planned Acquisition

TAMPA, FL, March 16, 2020— AquaVenture Holdings Limited (NYSE: WAAS), a leading multinational developer and provider of sustainable Water-as-a-Service® (WAAS®) solutions, today announced that AquaVenture shareholders voted to approve the previously announced definitive merger agreement, dated as of December 23, 2019, pursuant to which Culligan will acquire AquaVenture. At a special meeting held on March 16, 2020, approximately 99.9% of AquaVenture ordinary shares eligible to be voted and voting at the meeting were voted in favor of the adoption of the merger agreement.

Under the terms of the merger agreement, AquaVenture’s shareholders will be entitled to receive $27.10 per share upon the closing of the proposed merger. The merger, which is expected to be completed by the end of March, remains subject to the satisfaction or waiver of other customary closing conditions.

About AquaVenture Holdings Limited

AquaVenture Holdings is a multinational provider of WAAS solutions that provide customers a reliable and cost-effective source of clean drinking and process water primarily under long-term contracts that minimize capital investment by the customer. AquaVenture is comprised of two operating platforms: Quench, a leading provider of filtered water systems and related services with approximately 160,000 company-owned units installed at institutional and commercial customer locations across the U.S. and Canada; and Seven Seas Water, a multinational provider of desalination and wastewater treatment solutions, providing more than 8.5 billion gallons of potable, high purity industrial grade and ultra-pure water per year to governmental, municipal, industrial and hospitality customers.

Cautionary Statement Regarding Forward-Looking Statements

This release may contain forward-looking statements that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this document do not constitute guarantees of future performance. Investors are cautioned that statements in this press release regarding the timing of the closing of the merger and management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects constitute forward-looking statements. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors detailed in AquaVenture’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, AquaVenture’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. AquaVenture is providing the information in this document as of this date and assumes no obligations to update the information included in this document or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Info:

AquaVenture Holdings

investors@aquaventure.com

Investors Hotline: 855-278-WAAS (9227)