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AquaVenture Holdings Ltd – ‘PREM14A’ for 1/24/20

On:  Friday, 1/24/20, at 6:40pm ET   ·   As of:  1/27/20   ·   For:  1/24/20   ·   Accession #:  1047469-20-490   ·   File #:  1-37903

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/27/20  AquaVenture Holdings Ltd          PREM14A     1/24/20    1:2.0M                                   Toppan Merrill-FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement for a Merger or         HTML   1.34M 
                Acquisition                                                      

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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 (Amendment No.          )

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED [                        ], 2020

c/o Conyers Corporate Services (BVI) Limited
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands VG 1110

[·], 2020

Dear Shareholder:

        You are cordially invited to attend a special meeting of the shareholders of AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands ("AquaVenture"), which we will hold at [·], on [·], [·], 2020, at [·] a.m., [·] time.

        At the special meeting, holders of our ordinary shares will be asked to consider and vote on a proposal 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 ("Merger Sub"), and AquaVenture and a related proposal. As a result of the merger, AquaVenture will become a subsidiary of Parent, and each ordinary share of AquaVenture issued and outstanding immediately prior to the effective time of the merger (other than shares held by AquaVenture in treasury, or owned by Parent or Merger Sub or held by shareholders who are entitled to dissent and who properly exercise dissenter's rights in accordance with the BVI Business Companies Act, 2004, as amended), will be converted into the right to receive $27.10 in cash, without interest.

        The board of directors of AquaVenture (the "board of directors") has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement and the related proposal, described in the enclosed proxy statement.

        The proxy statement describes the merger agreement, the merger and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about AquaVenture from documents filed with the United States Securities and Exchange Commission. The merger agreement (which includes the proposed form of the plan of merger as an exhibit thereto) is attached as Annex A to the proxy statement. We urge you to read the entire proxy statement carefully, including the annexes, as it sets forth the details of the merger agreement and other important information related to the merger.

        Your vote is very important.    The merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote in favor of the adoption of the merger agreement, assuming a quorum is present. Whether or not you plan to attend the special meeting, we ask you to submit a proxy in advance of the special meeting to have your shares voted at the special meeting by using one of the methods described in the proxy statement. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee.

        Thank you for your continued support.

        Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

        This proxy statement is dated [·], 2020 and is first being mailed to shareholders on or about [·], 2020.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED [                        ], 2020

AQUAVENTURE HOLDINGS LIMITED
c/o Conyers Corporate Services (BVI) Limited
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of AquaVenture Holdings Limited:

        NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands ("AquaVenture"), will be held at [·], on [·], [·], 2020, at [·] a.m., [·] time, for the following purposes:

1.

To consider and vote on a proposal 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 AquaVenture (as it may be amended from time to time, the "merger agreement"); and



2.

To approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

        The holders of our ordinary shares, no par value per share, at the close of business on [·], 2020, are entitled to notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our ordinary shares will vote together as a single class, and each shareholder is entitled to one vote for each ordinary share held on the record date.

        The board of directors of AquaVenture (the "board of directors") has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement. The board of directors further unanimously recommends that shareholders vote "FOR" the adjournment proposal.

        Your vote is important, regardless of the number of ordinary shares you own.    The merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote in favor of the adoption of the merger agreement, assuming a quorum is present. The approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum, requires the affirmative vote of at least a simple majority or more of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting, assuming a quorum is present. Whether or not you plan to attend the special meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee. Your broker, bank, trust or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

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EXPLANATORY NOTE

        We are an emerging growth company, as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Specifically, as an emerging growth company, we are not required to conduct votes seeking shareholder approval on an advisory basis of (1) the compensation of our "named executive officers" or the frequency with which such votes must be conducted or (2) compensation arrangements and understandings in connection with merger transactions, known as "golden parachute" arrangements.

        We could be an emerging growth company for up to five years after our initial public offering in October 2016, or October 2021. However, other circumstances could cause us to lose emerging growth company status earlier, including the earlier of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion (as inflation adjusted by the SEC from time to time) or more; (ii) the last day of the fiscal year in which we have issued more than $1 billion in non-convertible debt during the past three years; or (iii) the date on which we are deemed a "large accelerated filer," as defined by the Securities Exchange Act of 1934, as amended, in which case we would no longer be an emerging growth company as of the following fiscal year end.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as an AquaVenture shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Q:

Why am I receiving this proxy statement?

A:

On December 23, 2019, AquaVenture entered into the merger agreement providing for the merger of Merger Sub, a wholly-owned subsidiary of Parent, with and into AquaVenture, with AquaVenture surviving the merger as a subsidiary of Parent. You are receiving this proxy statement in connection with the solicitation of proxies by the board of directors in favor of the proposal to adopt the merger agreement and the other proposal to be voted on at the special meeting.

Q:

What is the proposed transaction?

A:

The proposed transaction is the merger of Merger Sub with and into AquaVenture pursuant to the merger agreement. Following the effective time of the merger, the Company will be privately held as a subsidiary of Parent.

Q:

What will I receive in the merger?

A:

If the merger is completed, you will be entitled to receive $27.10 in cash, without interest and less any applicable withholding taxes, for each ordinary share that you own. For example, if you own 100 ordinary shares, you will be entitled to receive $2,710 in cash in exchange for your ordinary shares, less any applicable withholding taxes. You will not be entitled to receive shares in the surviving company or any equity interests in Parent.

Q:

Where and when is the special meeting?

A:

The special meeting will take place at [·] on [·], [·], 2020, starting at [·] a.m., [·] time.

Q:

What matters will be voted on at the special meeting?

A:

You will be asked to consider and vote on the following proposals:

•

a proposal to adopt the merger agreement; and

•

a proposal to approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Q:

What vote of our shareholders is required to adopt the merger agreement?

A:

Under the terms of our memorandum and articles of association, the merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote "FOR" the adoption of the merger agreement, assuming a quorum is present at the special meeting. In addition, under the merger agreement, the receipt of such required vote is a condition to the completion of the merger.

A failure to vote your ordinary shares, an abstention from voting or failure to give voting instructions to your broker, bank, trust or other nominee, will not be considered votes cast at the

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special meeting and, therefore, will have no effect on the voting results for the proposal, assuming a quorum is present.

As of [·], 2020, the record date for the special meeting, there were [·] ordinary shares outstanding and entitled to vote at the special meeting or at any adjournment or postponement of the special meeting.

Q:

Are there any voting agreements with existing shareholders?

A:

Yes. On December 23, 2019, concurrently with the execution and delivery of the merger agreement, certain shareholders of AquaVenture entered into voting agreements with Parent, pursuant to which such shareholders have agreed, among other things, to vote their respective ordinary shares in favor of the proposal to adopt the merger agreement. As of the public announcement of the merger, the shareholders who signed the voting agreements owned an aggregate of approximately 35.5% of the voting power of the outstanding ordinary shares. As of the record date for the special meeting, the shareholders who signed the voting agreements owned an aggregate of approximately [·]% of the voting power of the outstanding ordinary shares. The form of voting agreement is attached as Annex D to this proxy statement.

Q:

How will our directors and executive officers vote on the proposal to adopt the merger agreement?

A:

The directors and executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote "FOR" the proposal to adopt the merger agreement. As of [·], 2020, the record date for the special meeting, such directors and executive officers (including those who have entered into voting agreements with Parent) owned, in the aggregate, [·]% of the outstanding ordinary shares of the Company entitled to vote at the special meeting.

Q:

What is a quorum?

A:

A quorum will be present if holders of at least fifty percent of all outstanding ordinary shares on the record date are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed for a reasonable period until a quorum is obtained.

If you submit a proxy but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your shares will be counted for purposes of determining whether a quorum is present at the special meeting.

If your ordinary shares are held in "street name" by your broker, bank, trust or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q:

What vote of our shareholders is required to approve other matters to be considered at the special meeting?

A:

Approval of the adjournment proposal requires the affirmative vote of a majority of votes cast at the special meeting. Abstentions will not be considered votes cast at the special meeting and, therefore, will have no effect on the voting results for this proposal.

Q:

How does the board of directors recommend that I vote?

A:

The board of directors unanimously recommends that AquaVenture's shareholders vote "FOR" the proposal to adopt the merger agreement. The board of directors further unanimously recommends that shareholders vote "FOR" the adjournment proposal.

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Q:

What effects will the merger have on AquaVenture?

A:

Our ordinary shares are currently registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are quoted on the New York Stock Exchange (the "NYSE") under the symbol "WAAS." As a result of the merger, the Company will cease to be a publicly-traded company and will become a subsidiary of Parent. Following the merger, the registration of our ordinary shares and our reporting obligations under the Exchange Act will be terminated. In addition, upon completion of the merger, our ordinary shares will no longer be listed on any stock exchange or quotation system, including the NYSE.

Q:

What happens if the merger is not completed?

A:

If the merger agreement is not adopted by AquaVenture's shareholders, or if the merger is not completed for any other reason, AquaVenture's shareholders will not receive any payment for their ordinary shares in connection with the merger. Instead, we will remain a public company and our ordinary shares will continue to be listed and traded on the NYSE. Under specified circumstances, the Company will be required to pay Parent a termination fee in connection with the qualifying terminations under the merger agreement.

Q:

What do I need to do now? How do I vote my ordinary shares?

A:

We urge you to read this proxy statement carefully, including its annexes and the documents referred to in this proxy statement. Your vote is important. If you are a shareholder of record, you can ensure that your shares are voted at the special meeting by submitting your proxy by:

•

mail, using the enclosed postage-paid envelope;

•

telephone, using the toll-free number listed on each proxy card; or

•

the Internet, at the address provided on each proxy card.

If you hold your shares in "street name" through a broker, bank, trust or other nominee, you should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct your nominee to vote your shares. Without those instructions, your shares will not be voted.

Q:

Can I revoke my proxy?

A:

Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a shareholder of record, you may revoke your proxy by notifying the Company's Secretary in writing at c/o Conyers Corporate Services (BVI) Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person (simply attending the special meeting will not cause your proxy to be revoked). Please note that if you hold your shares in "street name" and you have instructed a broker, bank, trust or other nominee to vote your shares, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank, trust or other nominee to revoke your voting instructions or submit new voting instructions.

Q:

What happens if I do not vote?

A:

The requisite number of ordinary shares to approve both the proposal approving the merger and the adjournment proposal is based on the total number of ordinary shares present in person or by

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proxy at the special meeting and entitled to vote thereon. Abstentions will not be considered votes cast at the special meeting and, therefore, will have no effect on the voting results for the proposals. If you do not return your proxy card or otherwise fail to vote your ordinary shares (including a failure of your broker, bank or other nominee to vote shares held on your behalf), it will have no effect on the proposals, assuming a quorum is present.

Q:

Will my shares held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares you may hold in "street name" will be deemed to be held by a different shareholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:

What happens if I sell my ordinary shares before completion of the merger?

A:

If you transfer your ordinary shares, you will have transferred your right to receive the merger consideration in the merger. In order to receive the merger consideration, you must hold your ordinary shares through completion of the merger.

The record date for shareholders entitled to vote at the special meeting is earlier than the closing of the merger. So, if you transfer your ordinary shares after the record date but before the closing of the merger, you will have transferred your right to receive the merger consideration in the merger, but retained the right to vote at the special meeting.

Q:

Should I send in my share certificates or other evidence of ownership now?

A:

No. After the merger is completed, you will receive a letter of transmittal from the paying agent for the merger with detailed written instructions for exchanging your ordinary shares for the merger consideration. If your ordinary shares are held in "street name" by your broker, bank, trust or other nominee, you may receive instructions from your broker, bank, trust or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the merger consideration. Please do not send in your certificates now.

Q:

I do not know where my share certificate is—how will I get the merger consideration for my shares?

A:

If the merger is completed, the transmittal materials you will receive after the completion of the merger will include the procedures that you must follow if you cannot locate your share certificate. These procedures will include an affidavit that you will need to sign attesting to the loss of your share certificate. Parent may also require that you provide indemnity to the surviving company in order to cover any potential loss.

Q:

Am I entitled to exercise dissenters' rights or appraisal rights instead of receiving the merger consideration for my ordinary shares?

A:

Yes. Under the laws of the British Virgin Islands, shareholders are entitled to dissent from the merger and receive payment of "fair value" for their ordinary shares in accordance with Section 179 of the BVI Act. Dissenting shareholders will not be entitled to receive the merger consideration as they will only be entitled to the right to payment of the "fair value" of their

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ordinary shares if the merger is completed, as determined in accordance with Section 179 of the BVI Act.

Any shareholder who considers exercising dissent rights is strongly advised to consult legal counsel in the British Virgin Islands.

Q:

Will I have to pay taxes on the merger consideration I receive?

A:

If you are a U.S. holder, the receipt of cash in exchange for ordinary shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of ordinary shares for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Q:

What does it mean if I get more than one proxy card or voting instruction card?

A:

If your ordinary shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.

Q:

What is householding and how does it affect me?

A:

The United States Securities and Exchange Commission (the "SEC") permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of ordinary shares held through brokerage firms. If your family has multiple accounts holding our ordinary shares, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:

Who can help answer my other questions?

A:

If you have additional questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor, Innisfree M&A Incorporated, at:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

If a broker, bank, trust or other nominee holds your shares, you should also call your broker, bank, trust or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "will," "contemplate," "would" and similar expressions that contemplate future events. These statements are only predictions. You should be aware that forward-looking statements involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including, without limitation:

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;



•

the failure to obtain the required vote of AquaVenture's shareholders to adopt the merger agreement;



•

the inability to obtain regulatory approvals required for the merger or the imposition of burdensome conditions in connection with such approvals;



•

the failure to satisfy other required closing conditions or complete the merger in a timely manner;



•

the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement;



•

risks related to disruption of management's attention from the Company's ongoing business operations due to the pendency of the merger;



•

the effect of the announcement of the merger on our operating results and businesses generally and our relationships with employees, customers, suppliers and regulators;



•

the outcome of any legal proceedings that may be instituted against the Company and others relating to the merger agreement;



•

the impact of the pending merger on our strategic plans and operations and our ability to respond effectively to competitive pressures, industry developments and future opportunities; and



•

other risks detailed in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, and subsequent Quarterly Reports on Form 10-Q. See "Where You Can Find Additional Information."

        You should not place undue reliance on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement are based on the information available to us as of the date of this proxy statement, and you should not assume that the statements made in this proxy statement remain accurate as of any future date. Moreover, except as required by law, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements.

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THE COMPANIES

AquaVenture Holdings Limited

        AquaVenture is a multinational provider of WAAS solutions that provide our customers with a reliable and cost-effective source of clean drinking water, process water and wastewater treatment and water reuse solutions primarily under long term contracts that minimize capital investment by the customer. We deliver our WAAS solutions through two operating platforms: Seven Seas Water and Quench. Seven Seas Water is a multinational provider of desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. Our desalination solutions provide more than 8.5 billion gallons per year of potable, high purity industrial grade and ultra-pure water (which is water that is treated to meet higher purity standards required for industrial, semiconductor, utility or pharmaceutical applications). Our wastewater treatment and water reuse solutions, which include plants ranging in capacity from 5,000 gallons per day to more than 1.5 million gallons per day, are provided through 102 leases with customers and through the sale of equipment. Quench is a U.S. based provider of POU filtered water systems and related services through direct and indirect sales channels to approximately 55,000 institutional and commercial customers, including more than half of the Fortune 500, throughout the United States and Canada.

        A detailed description of the Company's business is contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended. See "Where You Can Find Additional Information."

        AquaVenture is a business company incorporated under the laws of the British Virgin Islands. Our principal executive offices are located at c/o Conyers Corporate Services (BVI) Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140 Road Town, British Virgin Islands, and our telephone number is (813) 855-8636. Our website address is www.aquaventure.com. The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

Culligan International Company and Amberjack Merger Sub Limited

        Founded in 1936 by Emmett Culligan, Parent is a world leader in delivering water solutions that will improve the lives of its customers. Parent offers some of the most technologically advanced, state-of-the-art water filtration and treatment products. Parent's products include water softeners, drinking water systems, whole-house systems and solutions for businesses. Parent's network of franchise dealers is the largest in the world, with over 900 dealers in 90 countries. Many Parent dealers have valuable equity in their communities as multigenerational family owners of their franchises. Parent is a Delaware corporation, and Merger Sub is a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent. Merger Sub was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement and to facilitate the participation of investment funds advised by Advent, and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement. Parent and Merger Sub are controlled by Advent. The address for Parent and Merger Sub is 9399 W. Higgins Rd, Ste 1100, Rosemont, Illinois 60018, and their telephone number at that address is 847-430-2800.

Advent International Corporation

        Founded in 1984, Advent is one of the largest and most experienced global private equity investors. Advent has invested in over 350 private equity transactions in 41 countries, and as of September 30, 2019, had $56.6 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 200 investment professionals across North America, Europe, Latin America and Asia. Advent focuses on investments in five core sectors,

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including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology. After 35 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. The principal executive offices of Advent are located at 800 Boylston Street, Boston, Massachusetts 02199.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

        This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the board of directors for use at the special meeting to be held at [·], on [·], [·], 2020, at [·] a.m., [·] time, or at any adjournment or postponement of such meeting. This proxy statement is first being mailed to our shareholders on or about [·], 2020.

Purpose of the Special Meeting

        The purpose of the special meeting is for our shareholders to consider and vote upon the proposal to adopt the merger agreement. AquaVenture's shareholders must adopt the merger agreement for the merger to be completed. A copy of the merger agreement (which includes the proposed form of the plan of merger as an exhibit thereto) is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described under "The Merger Agreement." AquaVenture's shareholders are also being asked to approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Record Date and Quorum

        The holders of record of our ordinary shares as of the close of business on [·], 2020, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our ordinary shares will vote together as a single class, and each shareholder is entitled to one vote for each ordinary share held on the record date. On the record date, [·] ordinary shares were outstanding and entitled to vote at the special meeting.

        The presence at the special meeting, in person or by proxy, of the holders of at least fifty percent of all outstanding ordinary shares on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Treasury shares, which are shares owned by the Company itself, are not voted and do not count for this purpose. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. If your ordinary shares are held in "street name" by your broker, bank, trust or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting. The Company does not anticipate any broker non-votes in connection with the special meeting. See "—Voting; Proxies; Revocation—Submitting a Proxy or Providing Voting Instructions—Shares Held in 'Street Name'" below.

Required Vote

        Under the terms of our memorandum and articles of association, the merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote "FOR" the adoption of the merger agreement, assuming a quorum is present at the special meeting.

        Approval of the adjournment proposal requires the affirmative vote of a simple majority or more of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting.

        In each case, a failure to vote your ordinary shares, an abstention from voting or failure to give voting instructions to your broker, bank, trust or other nominee, will not be considered votes cast at the

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special meeting and therefore, will have no effect on the voting results for the applicable proposal, assuming a quorum is present.

Voting Agreements

        On December 23, 2019, concurrently with the execution and delivery of the merger agreement, certain shareholders of AquaVenture entered into voting agreements with Parent, pursuant to which such shareholders have agreed, among other things, to vote their respective ordinary shares in favor of the proposal to adopt the merger agreement. As of the public announcement of the merger, the shareholders who signed the voting agreements owned an aggregate of approximately 35.5% of the voting power of the outstanding ordinary shares. As of the record date for the special meeting, the shareholders who signed the voting agreements owned an aggregate of approximately [·]% of the voting power of the outstanding ordinary shares. The form of voting agreement is attached as Annex D to this proxy statement.

Voting by the Company's Directors and Executive Officers

        The directors and executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote "FOR" the proposal to adopt the merger agreement, although none of them has an obligation to do so. At the close of business on the record date, such directors and executive officers (including those who have entered into voting agreements with Parent) owned, in the aggregate, [·]% of the outstanding ordinary shares of the Company entitled to vote at the special meeting.

Voting; Proxies; Revocation

        Attendance.    All holders of ordinary shares as of the close of business on [·], 2020, the record date for voting at the special meeting, including shareholders of record and beneficial owners of ordinary shares registered in the "street name" of a broker, bank, trust or other nominee, are invited to attend the special meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank, trust or other nominee or other similar evidence of ownership, along with proper identification.

        Voting in Person.    Shareholders of record will be able to vote in person at the special meeting. If you are not a shareholder of record, but instead hold your shares in "street name" through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting.

        Submitting a Proxy or Providing Voting Instructions.    To ensure that your shares are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

•

Shares Held by Record Holder.    If you are a shareholder of record, you may submit a proxy using one of the methods described below.



•

Submit a Proxy by Telephone or via the Internet.    This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

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•

Submit a Proxy Card.    If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares will be voted in the manner directed by you on your proxy card.

        If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with the board of directors' recommendation—i.e., "FOR" the proposal to adopt the merger agreement and the adjournment proposal. If you are a shareholder of record and fail to return your proxy card, unless you attend the special meeting and vote in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, but will not affect the proposal to adopt the merger agreement or the adjournment proposal (assuming that a quorum is present).

•

Shares Held in "Street Name." If your ordinary shares are held in "street name," you will receive instructions from your broker, bank, trust or other nominee that you must follow in order to have your shares voted. Your broker, bank, trust or other nominee will vote your shares only if you provide instructions on how to vote. Please follow the directions on the voting instruction form sent to you by your broker, bank, trust or other nominee with this proxy statement. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank, trust or other nominee, as the case may be. Brokers who hold ordinary shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are "non-routine," such as adoption of the merger agreement, without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are present in person or represented at the meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. Because both proposals for the special meeting are non-routine and non-discretionary, AquaVenture anticipates that there will not be any broker non-votes.

        Revocation of Proxies.    Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a shareholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

•

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to the Company;



•

attending the special meeting and voting in person; or



•

delivering to the Secretary of the Company a written notice of revocation c/o Conyers Corporate Services (BVI) Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626.

        Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

        If you hold your shares in "street name" through a bank, broker, trust or other nominee, you will need to follow the instructions provided to you by your bank, broker, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

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Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting if there are not sufficient votes to adopt the merger agreement at the time of the special meeting. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to adopt the merger agreement. AquaVenture retains full authority to the extent set forth in its memorandum and articles of association and under the BVI Act to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any shareholder.

        If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the board of directors fixes a new record date for the special meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies

        Our directors, officers and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. AquaVenture has also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a fee of approximately $20,000, plus reasonable out-of-pocket expenses. We also will request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of ordinary shares that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. AquaVenture will pay all expenses of filing, printing and mailing this proxy statement, including solicitation expenses.

Other Information

        You should not return your share certificate or send documents representing ordinary shares with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your ordinary shares for the merger consideration.

Questions and Assistance

        If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor at:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

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THE MERGER (PROPOSAL 1)

General

        If the merger agreement is adopted by AquaVenture's shareholders and all other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving company in the merger and continuing as a subsidiary of Parent. Upon the completion of the merger, each ordinary share of issued and outstanding immediately prior to the effective time of the merger (other than shares held by AquaVenture in treasury, or owned by Parent or Merger Sub or held by shareholders who are entitled to dissent and who properly exercise dissenter's rights in accordance with the BVI Act) will be converted into the right to receive $27.10 in cash, without interest and less any applicable withholding taxes.

        Our ordinary shares are currently registered under the Exchange Act and are quoted on the NYSE under the symbol "WAAS." As a result of the merger, the Company will cease to be a publicly-traded company and will become a subsidiary of Parent. Following the completion of the merger, the registration of our ordinary shares and our reporting obligations under the Exchange Act will be terminated. In addition, upon the completion of the merger, our ordinary shares will no longer be listed on any stock exchange or quotation system, including the NYSE.

Background of the Merger

        The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among the board of directors, the special committee, members of Company management or the representatives of the Company and other parties.

        AquaVenture is a multinational provider of WAAS solutions that provide its customers with a reliable and cost-effective source of clean drinking water, process water and wastewater treatment and water reuse solutions primarily under long term contracts that minimize capital investment by the customer. The Company delivers its WAAS solutions through two operating platforms: Seven Seas Water and Quench. Seven Seas Water is a multinational provider of desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. Quench is a U.S. based provider of POU filtered water systems and related services through direct and indirect sales channels to approximately 55,000 institutional and commercial customers, including more than half of the Fortune 500, throughout the United States and Canada.

        The board of directors and management periodically review and revise the Company's long-term strategy and objectives in light of developments in the markets in which it operates. As part of these reviews, the directors consider the Company's business, including developments and the opportunities and challenges associated with implementing its long-term strategic plans.

        Over the past several years, the Company has from time to time been approached by other operating businesses and financial sponsors who were interested in discussing a potential acquisition of the Company or either its Seven Seas Water or Quench business. In certain situations, the Company entered into confidentiality agreements, provided information and held discussions regarding potential transactions. In each case, the board of directors considered the approaches in the context of the Company's long-term strategy and developments in the markets in which it operates.

        On July 20, 2019, management was contacted by representatives of Party A, a financial sponsor, that indicated that it might have an interest in pursuing a strategic transaction with the Company and that it wanted access to certain information to better understand the Company's businesses and strategies. On July 25, 2019, management had an introductory call with representatives of Party A,

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during which management informed Party A that it would need to enter into a confidentiality agreement before it would be provided access to additional information.

        On August 5, 2019, a meeting was held in which members of the board of directors and management participated. During this meeting, the directors, with input from management, discussed, among other matters, that the Company had received over the last few months inbound interest from multiple parties, including the inquiry from Party A. Management informed the directors that the Company, in the ordinary course, spoke with such parties and provided limited information to enable them to better understand the Company's businesses and strategies. Following discussion, management noted to the directors that the Company was seeking to finalize a confidentiality agreement with Party A and provide Party A with access to limited confidential information concerning the Company's business.

        On August 12, 2019, the Company executed a confidentiality agreement with Party A that contained a standstill provision that would automatically terminate upon, among other things, the entry by the Company into a binding definitive agreement with any third party providing for a sale of the Company.

        On August 21, 2019, management met with representatives of Party A to discuss the Company's business.

        On September 12, 2019, Party A called to inform Mr. Anthony Ibarguen, the Company's Chief Executive Officer and President, that it was interested in pursuing a non-binding proposal to acquire all of the Company's outstanding ordinary shares for $24.00 per share in cash.

        On September 13, 2019, Party A called to inform Mr. Ibarguen that it would need two to three weeks to conduct additional diligence, after which it would seek exclusivity to perform additional confirmatory due diligence and negotiate the terms and conditions of a potential acquisition of the Company.

        On September 19, 2019, the board of directors held a meeting, in which members of management and representatives of Goodwin Procter LLP, AquaVenture's outside legal counsel ("Goodwin"), participated. During this meeting, management informed the board of directors of Party A's interest in pursuing a potential acquisition of the Company, including the proposed $24.00 per share cash price, its need of two to three weeks to conduct additional diligence and its desire for exclusivity during which it would conduct further confirmatory due diligence and negotiate the terms and conditions of a potential acquisition. Counsel discussed the need for confidentiality and the directors' fiduciary duties. Management also updated the directors on the status of various matters relating to the Company and its business, and reviewed the other parties that had over time inquired about entering into discussions regarding a potential acquisition of the Company or either its Seven Seas Water or Quench business. The board of directors authorized management to advise Party A that $24.00 per share was not sufficient to provide exclusivity and to provide Party A with certain limited additional information to enable Party A to increase its proposed valuation. The board of directors also authorized management to contact third parties who had previously approached the Company to express an interest in discussing a potential acquisition of the Company or either its Seven Seas Water or Quench business about their potential interest in acquiring the entire company.

        From the last week of September through early October 2019, as authorized by the board of directors, management contacted third parties who had previously approached the Company to express an interest in discussing a potential acquisition of the Company or either its Seven Seas Water or Quench business. Also during this period, as instructed by the board of directors, the Company negotiated confidentiality agreements with the third parties that had expressed an interest in receiving further information about the Company. The Company entered into confidentiality agreements with eight potentially interested parties. Confidentiality agreements with two other parties, including Party

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A, were already in existence. Each of the confidentiality agreements contained a standstill provision that would terminate upon, among other things, the entry by AquaVenture into a binding definitive agreement with any third party providing for a sale of the Company.

        On September 30, 2019, the board of directors held a meeting in which members of management also participated. During this meeting, the board of directors discussed AquaVenture's business and general market conditions, including the trends in the industry. The Board also discussed the status of Party A's interest as well as the initial interest of the additional parties contacted by management since the September 19^th board of directors meeting. Following discussion, the board of directors determined that Party A's proposal was still not sufficiently attractive from a financial point of view to sell the Company, but that the possibility of improving the economic terms of Party A's proposal, together with information from the recent discussions with the other parties that had been contacted, warranted continued additional discussions with the additional parties to learn more about the potential value of the Company to be realized in such a strategic transaction.

        Also at the September 30^th meeting, the board of directors discussed the potential that the Company might receive proposals from financial sponsors, including Party A, and the potential that certain shareholders with representatives on the board of directors may have interests that differ from AquaVenture's other shareholders. As a result, the board of directors determined that it would be advisable to form a special committee of independent and disinterested directors to evaluate any such offers and to consider the Company's strategic alternatives to remaining an independent public company. Following this discussion, the board of directors established a special committee (the "special committee") that was authorized to consider and evaluate any proposals that might be received by the Company regarding a potential strategic transaction, participate in and direct the negotiation of the material terms and conditions of any such transaction and recommend to the board of directors the advisability of entering into any such transaction or pursuing another strategic alternative. The special committee consisted of Hugh Evans (who was designated as the Chair), Debra Coy, Paul Hanrahan, Richard F. Reilly and Timothy J. Whall. Throughout the special committee's evaluation of a potential sale of the Company, the special committee conducted formal meetings, to which other directors were invited to attend, and had regular discussions with the Company's management and advisors and among themselves. The special committee on a number of occasions also met in executive session with only the independent directors and at times counsel present. In addition, Hugh Evans, Chair of the special committee, would receive updates from the Company's management, financial advisors and outside counsel. Also at that meeting, the board of directors authorized the special committee to cause the Company to engage a financial advisor.

        On October 2, 3 and 4, 2019, the special committee held meetings to consider the qualifications and formal engagement of a financial advisor. At the October 4^th meeting, the special committee authorized the engagement of both Citi and UBS as its financial advisors and directed management, with the involvement of Goodwin and Mr. Evans, to negotiate appropriate engagement letters with Citi and UBS consistent with terms discussed with the special committee.

        Throughout early and mid-October, AquaVenture management, Citi and UBS held discussions with nine third parties. During this period, the Company also provided Party A and the seven other interested parties that had entered into confidentiality agreements access to a limited amount of additional information about the Company and its businesses in an effort to enable them to provide the Company with indications of the values at which they may be interested in pursuing a transaction with the Company (the ninth third party with whom preliminary discussions had been held decided not to proceed further prior to receiving a confidentiality agreement).

        On October 8, 2019, Party A reiterated its non-binding proposal of $24.00 per share in cash.

        On October 14, 2019, AquaVenture entered into engagement letters with each of Citi and UBS consistent with terms discussed with the special committee.

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        On October 14, 2019, a bid process letter was distributed by Citi and UBS to eight interested parties (consisting of four strategic parties, including Culligan, and four financial sponsors). The process letter requested that the interested parties submit preliminary indications of interest by October 23, 2019 regarding a potential acquisition of 100% of the outstanding ordinary shares of AquaVenture in a single transaction.

        On October 15, 2019, the special committee held a meeting, in which other directors, members of management and representatives of Citi, UBS and Goodwin participated. During this meeting, the special committee was provided an update regarding the parties that had entered into confidentiality agreements, the continuing discussions with Party A and the distribution of the bid process letter.

        Before October 23, 2019, eight interested parties attended meetings or teleconferences with AquaVenture management to discuss AquaVenture's business.

        On October 23, 2019, AquaVenture's financial advisors received eight preliminary indications of interest: five parties (Party A, Culligan, and three other financial sponsors referred to as Party B, Party C and Party D) submitted indications of interest to acquire AquaVenture as a whole, and three strategic companies (Party E, Party F and Party G) submitted indications of interest to acquire the Quench business only. Two of the parties that submitted indications of interest to acquire AquaVenture as a whole also separately informed the financial advisors that they were primarily interested in the Seven Seas Water business.

        On October 25, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS updated the special committee on their recent activities on behalf of the Company and noted that they had engaged with nine interested parties, which included both strategic and financial parties. They discussed the parties they had contacted, the interested parties and the management meetings that had been held to date. They then further detailed the eight preliminary indications of interest they had received and discussed for each the key assumptions, expected sources of financing, implied enterprise value (or value of the Quench business for the parties that submitted indications of interest with respect to the Quench business only), implied premia and implied valuation multiples, proposed timing to signing, key due diligence areas, key approvals needed and form of consideration. The following summarizes the preliminary indications of interest that were received:

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Party A proposed to acquire 100% of the issued and outstanding ordinary shares of AquaVenture for $24.00 per share;



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Culligan proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for a range of $25.50 to $27.00 per share;



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Party B proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for a range of $21.31 to $22.28 per share;



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Party C proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for $23.00 per share;



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Party D proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for $20.00 per share;



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Party E proposed to purchase the Quench business for $550.0 million, subject to certain adjustments;



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Party F proposed to purchase the Quench business for $375.0 million; and



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Party G proposed to purchase the Quench business for a range of $500.0 to $550.0 million.

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Party C and Party D also had separately informed the financial advisors that they would also be interested in acquiring the Seven Seas Water business only for $600.0 million and $430.0 million, respectively.

        At the October 25^th meeting, the special committee engaged in discussion with representatives of each of Citi and UBS regarding the financial aspects of each of the preliminary indications of interest. Representatives of Goodwin discussed the directors' fiduciary duties. Representatives of Citi and the special committee noted that Party C and Party D had indicated that they were principally interested in only the Company's Seven Seas Water business, and that the Company had received three proposals specifically for only the Quench business. In light of the interest of various parties in acquiring the separate businesses and the potential to realize a higher value for shareholders from such transactions, the special committee discussed whether it would be appropriate at some point to specifically permit parties to bid for only the Seven Seas Water or Quench business. The special committee, however, was of the view that a sale of the entire Company was preferable given the added complexities, costs and execution risks associated with concurrent separate sales of both the Seven Seas Water and Quench businesses. The special committee concluded that selling only one of the two businesses was not an attractive alternative, expressing the concern that doing so would leave a smaller publicly traded company that would have to bear the full public company costs and may not be attractive to investors. The special committee also discussed pairing, at an appropriate time, parties who were interested in acquiring only one of the businesses with those interested in acquiring the other business. After discussion, the special committee determined that the preliminary indications of interest received from Culligan, Party C, Party E and Party G were sufficiently attractive from a financial point of view to warrant continued discussions with those parties. The special committee also decided to provide additional information and access to management to those parties and to request that they submit more refined indications of interest, including specific proposed prices, for the acquisition of the entire company. The special committee agreed to hold another meeting on the next day to further discuss how to move forward before finalizing its directions to management and its advisors.

        On October 26, 2019, the special committee held a meeting in which other directors and management also participated. The special committee further discussed the information received in the prior meeting regarding the preliminary indications of interest. The special committee determined to proceed further with Culligan, Party C, Party E and Party G and instructed Citi and UBS to communicate such information to the interested parties.

        From October 26, 2019 through December 22, 2019, the parties that remained in the process were provided access to additional diligence materials.

        Between October 26 and 30, 2019, representatives of Citi informed Party A, Party B, Party D and Party F that they would no longer be invited to continue in the process without an increased offer price. Each of these parties informed Citi that it would no longer be participating in the process.

        On November 3, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS updated the special committee on their recent activities on behalf of the Company, their discussions with the parties who were no longer participating in the process, and the parties that remained in the process, including a discussion of the due diligence activities and management's participation in those activities. The special committee again discussed whether it would be appropriate at some point to specifically permit parties to submit proposals to acquire only the Seven Seas Water or Quench business, particularly in light of Party C's indication in conversations with representatives of Citi that it was primarily interested in the Seven Seas Water business and the proposals by Party E and Party G to acquire only the Quench business. The special committee also discussed the transaction process, including the processes for obtaining revised indications of interest and for implementing a transaction after signing.

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        Between November 8 and 19, 2019, the remaining interested parties attended meetings and teleconferences with management to discuss AquaVenture's businesses and to continue their diligence on the Company. Representatives of Citi, UBS or both participated in these meetings and teleconferences.

        On November 14, 2019, a representative from Citi spoke with a representative from Culligan and indicated that Culligan would need to provide a specific price instead of a price range in order for AquaVenture to further consider a potential combination with Culligan.

        Between November 14 and 16, 2019, representatives of Citi also contacted each of Party C, Party E and Party G and indicated that each such party needed to increase its price from the price stated in its respective preliminary indication of interest.

        On November 11, 2019, a financial sponsor, referred to as Party H, submitted to Citi an unsolicited non-binding proposal to acquire the Seven Seas Water business for $650.0 million in cash. After discussions with AquaVenture management in which Party H confirmed that it was prepared to move expeditiously to complete due diligence and negotiate and enter into a definitive transaction agreement, Party H was invited to participate in the process. On November 12, 2019, Party H executed a confidentiality agreement with AquaVenture that contained a standstill provision that would terminate upon, among other things, the entry by AquaVenture into a binding definitive agreement with any third party providing for a sale of the Company.

        On November 14, 2019, at the direction of the special committee and following review and comment by management and AquaVenture's advisors, bid process letters were sent by representatives of Citi and UBS to Culligan, Party C, Party E, Party G and Party H, in each case requesting that the party submit a revised indication of interest by November 20, 2019. The process letter sent to Culligan requested a revised indication of interest regarding a potential acquisition of 100% of the outstanding ordinary shares of AquaVenture in a single transaction. The process letters sent to Party C, Party E, Party G and Party H invited indications of interest in either the Seven Seas Water or Quench business that might be used to facilitate a potential partnership between parties that expressed interest in the separate businesses. The purpose of such partnership would be to allow the parties to enter into such arrangements as are necessary to enable them to submit a proposal to acquire 100% of the Company's outstanding ordinary shares in a single transaction.

        On November 18, 2019, Party C submitted a revised proposal that contemplated an acquisition of the Seven Seas Water business for a purchase price of $525.0 million. The proposal contemplated that Party C would finance the purchase price through a combination of equity and debt financing. Party C's proposal sought an agreement from the Company to negotiate exclusively with Party C through December 19, 2019.

        On November 20, 2019, the special committee held a meeting in preparation for the anticipated receipt of revised indications of interest later that day. Other directors, management and representatives of Citi, UBS and Goodwin also participated in the meeting. Representatives of Citi and UBS updated the special committee with respect to the activities undertaken with each of the parties that were expected to submit revised proposals. The special committee reviewed the prior proposals made by each of Culligan, Party C, Party E and Party G, and discussed the revised proposal received from Party C on November 18, as well as the initial proposal received from Party H on November 11. The special committee also discussed various structuring considerations relating to separate concurrent sales of the Seven Seas Water and Quench businesses, including the additional complexity and execution risk and financial considerations related to conditioning the closing of each sale on the other, potential costs to be borne by the Company, tax structuring considerations and the additional complexities of liquidating and winding down the Company following such sales. In addition, the special committee discussed and considered the Company's stand-alone business plan and prospects, including the methodology used to create the financial projections, the assumptions underlying the financial

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projections and the perceived challenges and risks associated with the Company's ability to meet the financial projections, including, among other things, the challenges of making acquisitions at attractive prices and generating organic growth in the Company's businesses. Following discussion, the special committee approved the financial projections provided by management, including the methodology and assumptions, for use by Citi and UBS in their respective analyses. See the section entitled "—Projected Financial Information" for further information regarding the "financial projections."

        Later on November 20, 2019, AquaVenture received a revised indication of interest from Culligan, proposing to acquire 100% of AquaVenture's issued and outstanding ordinary shares for $26.25 per share, and providing that Culligan would be prepared to complete due diligence within approximately two weeks. Culligan's proposal provided for the merger consideration to be funded with the proceeds from a combination of debt financing from various lenders and equity financing from Culligan's principal equity investors.

        Also on November 20^th, proposals for the separate acquisitions of the Seven Seas Water and Quench businesses were received. Party H re-submitted its November 11 proposal to acquire the Seven Seas Water business for $650.0 million, which was to be financed with equity financing only. Party H indicated that it would be prepared to complete due diligence within approximately six weeks. Party E submitted a revised proposal to acquire the Quench business for $550.0 million, which was to be financed with existing cash and credit facilities. Party G submitted a revised proposal to acquire the Quench business for a purchase price in the range of $550.0 million to $570.0 million, which was to be financed with debt and equity financing. Party G indicated to Citi that it would be prepared to complete due diligence within approximately four weeks.

        On November 22, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS updated the special committee with respect to the revised proposals submitted by each of the remaining interested parties. The special committee also discussed differences in the nature of the parties and their proposals, including that certain of the parties needed third party debt financing. The special committee engaged in a discussion with representatives of Citi and UBS concerning the implied valuations contained in current proposals for the whole company. Representatives of Citi and UBS noted that Culligan indicated it could act quickly to execute a transaction to acquire the whole Company, thereby minimizing the complexity, execution risk and financial considerations discussed by the special committee at its prior meetings, and only had confirmatory due diligence remaining, whereas other parties required additional time to finalize their financing arrangements and complete further due diligence.

        At the November 22^nd special committee meeting, representatives of Citi and UBS also provided an overview of the formal proposals received from Party C and Party H for the Seven Seas Water business. The special committee engaged in a discussion with the representatives of Citi and UBS about the implied valuations contained in current proposals for the Seven Seas Water business, the certainty to closing, the proposed financing arrangements and the ongoing discussions with Party C and Party H. Representatives of Citi and UBS then provided an overview of the formal proposals received from Party E and Party G for the Quench business. The special committee engaged in a discussion with representatives of Citi and UBS about the implied valuations contained in the current proposals for the Quench business, the certainty to closing, the proposed financing arrangements and the ongoing discussions with Party E and Party G. After discussion, the special committee determined that the proposal made by Party C was not sufficiently attractive from a financial point of view to warrant continued engagement with Party C. The special committee concluded that the Company should continue to engage with Culligan, Party E, Party G and Party H, and directed Citi to indicate to these parties that AquaVenture expected to see higher prices in final proposals to be submitted with a markup of an acquisition agreement.

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        Following the November 22^nd special committee meeting, representatives of Citi and UBS informed a representative of Party C that the special committee had determined they would not move forward with their proposal.

        On November 26, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS provided an update with respect to the activities undertaken with each of the parties that submitted revised proposals before the November 20^th bid deadline. The special committee also discussed the proposed timing for the submission of best and final proposals by the parties with whom the Company continued to discuss a potential strategic transaction. At this meeting, representatives of Citi and UBS also discussed with the special committee their separate preliminary financial analyses of the Company and each of the proposals made by these parties. Goodwin also discussed with the special committee certain matters relating to the proposed definitive acquisition agreement forms to be provided to the remaining interested parties.

        On November 26, 2019, a representative of Party E informed Citi that Party E would no longer participate in the process, indicating that it would require significant time to perform additional due diligence and confirm its proposed price.

        On December 3, 2019, a draft of a merger agreement for the acquisition of the entire Company was delivered to Culligan and a draft of a share purchase agreement regarding the potential separate but concurrent sales of the Seven Seas Water and Quench businesses was delivered to Party G and Party H. The share purchase agreement provided that the closings of the sales of the Seven Seas Water and Quench businesses were conditioned on each other.

        On December 6, 2019, at the direction of the special committee and following review and comment by management and AquaVenture's advisors, final bid process letters were sent by representatives of Citi and UBS to Culligan, Party G and Party H, together with a draft of an equity commitment letter in the case of those parties who required equity financing. The process letters sent to Party G and Party H requested that they each submit a final proposal by December 16, 2019, with comments to the draft share purchase agreement and equity commitment letter to be submitted by December 10, 2019. The process letters to Party G and Party H indicated that a definitive final proposal should assume that the Seven Seas Water business and Quench business, as applicable, would be sold concurrently on a cash-free, debt-free basis with no post-closing adjustments to the purchase price and no post-closing indemnification for breaches of Company representations and warranties. The process letter sent to Culligan requested that it submit its final proposal by December 18, 2019, with comments to the draft merger agreement and equity commitment letter to be submitted by December 10, 2019. Further, the parties were instructed that their definitive proposals must include, in addition to the proposed purchase price, a description of all material assumptions on which the proposal was based and sources and certainty of financing.

        During late November and December 2019, the Company provided the remaining interested parties access to additional non-public information about the Company and its businesses and to Company management. During this period, each of Culligan, Party G and Party H continued to conduct their due diligence investigations of the Company, and representatives of the Company, Citi and UBS met with each party to discuss certain diligence matters.

        On December 10, 2019, Culligan submitted its initial comments on a draft of the merger agreement and Party H submitted its initial comments on a draft of the share purchase agreement. The material changes to the draft merger agreement proposed by Culligan included, among other things, (1) the request by Culligan for voting agreements by certain shareholders, (2) exceptions to the definition of "Material Adverse Effect," which generally defines the standard for closing risk, (3) the efforts covenant relating to antitrust approvals, (4) the Company's ability to provide due diligence to, and negotiate a merger agreement with, a party making an unsolicited acquisition proposal that

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constitutes or would reasonably be expected to lead to a superior proposal, (5) the Company's ability to accept a superior proposal after providing the buyer with a right to match such proposal and the amount of the associated termination fee payable by the Company, (6) provisions relating to Culligan's equity and debt financing and (7) the parties' respective remedies for pre-closing breach. The material changes to the draft share purchase agreement proposed by Party H included, among other things, (1) exceptions to the definition of "Material Adverse Effect," (2) the efforts covenant relating to antitrust approvals, (3) the Company's ability to provide due diligence to, and negotiate an alternative acquisition agreement with, a party making an unsolicited acquisition proposal that constitutes or would reasonably be expected to lead to a superior proposal, (4) the Company's ability to accept a superior proposal after providing the buyer with a right to match such proposal and the amount of the associated termination fee payable by the Company, (5) provisions relating to Party H's equity financing, (6) the provisions providing that the sale of the Seven Seas Water business is conditioned on the sale of the Quench business, (7) expansion of the scope of the proposed Company representations and warranties, (8) the requirement for representation and warranty insurance to protect Party H from any breaches in the Company representations and warranties and (9) the parties' respective remedies for pre-closing breach.

        Over the course of the next week, each of Culligan and Party H, and the Company and their respective advisors continued to address due diligence matters and began negotiating the merger agreement and the share purchase agreement, as applicable. In addition, representatives of the Company, Goodwin, Citi and UBS regularly discussed the status of negotiations and the status of the draft merger agreement and share purchase agreement.

        On December 15, 2019, Party G provided the Company with an extensive list of preliminary issues with the share purchase agreement, including issues relating to proposed purchase price adjustments, working capital matters, financing, indemnification, transaction expenses and termination fees, as well as an extensive list of additional diligence matters.

        On December 16, 2019, the Company received final proposals from Party G and Party H. Party G submitted a revised final proposal to acquire the Quench business for a purchase price of $550.0 million, which was to be financed with debt and equity financing. Party H submitted a revised final proposal to acquire the Seven Seas Water business for a purchase price of $615.0 million (subject to adjustments), which was to be financed with equity financing only. Both Party G and Party H indicated that their respective proposals remained subject to confirmatory due diligence.

        On December 18, 2019, the Company received a revised final proposal from Culligan, proposing to purchase 100% of AquaVenture's issued and outstanding ordinary shares for $26.90 per share, and stating that Culligan's due diligence was substantially complete and that it was prepared to execute a definitive transaction agreement subject to negotiation of final terms based on its markup of the merger agreement. Culligan's proposal included its debt financing commitment letters and markups of the draft merger agreement and equity commitment letter.

        On December 19, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. The representatives of Citi and UBS discussed in detail financial considerations relevant to a contemplated transaction with each of Culligan, Party G and Party H based on the parties' respective final proposals. Representatives of Citi and UBS discussed with the special committee their respective preliminary financial analyses of AquaVenture, the Seven Seas Water business and the Quench business. Representatives of Citi and UBS also addressed the potential impacts of Party H's proposed purchase price adjustments, certain additional transaction expenses and costs associated with separate sales of the Seven Seas Water and Quench businesses followed by the liquidation of the Company, and the potential resulting net proceeds from such transactions compared to the proposed merger with Culligan, based on estimated

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transaction expenses and costs and estimated liquidation expenses, in each case, as provided by management.

        Also at the December 19^th special committee meeting, representatives of Goodwin reviewed the board's fiduciary duties, discussed in detail the transaction terms proposed by each of Culligan, Party G and Party H and provided an update on the progress of negotiations with each party's representatives. The presentation by Goodwin representatives in respect of the transaction terms focused on, among other topics, potential execution risks associated with the merger versus the separate sales of the Seven Seas Water and Quench businesses and how those risks had been addressed in the merger agreement and the share purchase agreements, fiduciary protections and termination rights afforded to the parties and remedies for pre-closing breaches, including in the event that a party's financing became unavailable following announcement of a transaction. Following discussion, the special committee determined that, in light of all the considerations discussed by the special committee, including those relating to the proposals from Party G and Party H as well as those relating to the Company remaining as an independent and standalone business, Culligan's proposal provided the best value and least execution risk for the Company's shareholders. The special committee then discussed strategies for seeking any further price increase from Culligan and directed representatives of Citi and UBS to negotiate for a best and final price from Culligan with an objective of entering into and announcing a definitive transaction no later than December 23, 2019.

        On December 20, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. At this meeting, the special committee received an update of the discussions and negotiations between representatives of Culligan and the Company's legal and financial advisors. The special committee also discussed the Company's business, including the opportunities and challenges associated with implementing its standalone long-term strategic plans, and the potential for achieving valuations as a standalone public company comparable to the valuation proposed by Culligan.

        Later on December 20^th, representatives from Citi spoke to a representative of Culligan regarding Culligan's offer price. The Culligan representative stated that Culligan would raise its offer to $27.10 per share, its best and final proposal, subject to certain final transaction terms being negotiated. In addition, representatives of Weil, Gotshal & Manges LLP ("Weil"), outside legal counsel to Culligan, and representatives of Goodwin continued negotiating the open issues with respect to the draft merger agreement and other transaction documents. Among other things, these items included: (1) exceptions to the definition of "Material Adverse Effect," (2) the Company's ability to provide due diligence to, and negotiate a merger agreement with, a party making an unsolicited acquisition proposal that constitutes or would reasonably be expected to lead to a superior proposal, (3) the Company's ability to accept a superior proposal after providing Culligan with a right to match such proposal and the amount of the associated termination fee payable by the Company, (4) Culligan's request that AquaVenture provide reasonable assistance, if requested, to Culligan's efforts to sell the Seven Seas Water business, (5) provisions relating to Culligan's equity and debt financing and (6) the parties' respective remedies for pre-closing breach.

        On December 21, 2019, the special committee held a meeting. Before representatives of each of Citi and UBS joined the meeting, representatives of Goodwin discussed with the special committee letters provided by each of Citi and UBS that summarized the nature of Citi's and UBS' respective relationships with Culligan, Party G and Party H. The special committee, after discussion with representatives of Goodwin, concluded that none of the relationships disclosed would interfere with either Citi's or UBS' continued ability to provide financial advisory services to AquaVenture. Representatives of Citi and UBS then joined the meeting. The special committee was then provided an update regarding the status of discussions with Culligan and, specifically, that Culligan had proposed a best and final price of $27.10 per share, subject to reaching agreement on the open issues in the merger agreement. Thereafter, Goodwin again discussed with the special committee the fiduciary duties

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of directors in connection with evaluating the Company's strategic alternatives. Thereafter, representatives of Goodwin reviewed the key terms of the proposed merger agreement relating to deal certainty and the parties' required efforts to obtain applicable regulatory approvals, including certain open issues between the parties, including the size of the termination fee payable by the Company in connection with accepting a superior proposal from a third party, the size of the termination fee payable by Culligan and provisions relating to Culligan's equity and debt financing and any pre-closing breach. Representatives of Citi then discussed with the special committee matters relating to, among other things, the price per share proposed by Culligan compared to (1) certain precedent transactions based upon relevant valuation metrics and delivered a presentation to the special committee regarding preliminary financial analyses with respect to the Company based on the financial projections, and (2) the estimated proceeds available for distribution to AquaVenture's shareholders from the potential separate concurrent sales of the Seven Seas Water and the Quench businesses followed by the liquidation of the Company based on the final proposals from Party G and Party H.

        During the rest of the weekend of December 21, 2019 through December 22, 2019, representatives of AquaVenture, Culligan, Weil and Goodwin, and various combinations of these parties, held several negotiating calls to finalize the terms of the proposed transaction and resolve outstanding issues. The topics discussed over this weekend included, among other things: (1) the operation of the Company during the period between signing and closing, (2) the standard of the bring-down of certain representations and warranties, (3) termination fees and remedies for pre-closing breach, (4) provisions relating to Culligan's equity and debt financing and (5) employee compensation and severance.

        During the afternoon of December 22, 2019, Goodwin circulated a revised draft of the merger agreement to the board of directors, AquaVenture management, Citi and UBS, which also included an update to previous drafts received and reviewed by the board of directors and the special committee.

        Later that day, the board of directors and special committee conducted a joint meeting in which members of AquaVenture management and representatives of Citi, UBS and Goodwin also participated. Representatives of Goodwin provided an overview of the negotiation process since the last special committee meeting and discussed changes made to the draft of the merger agreement since the last special committee meeting. During these discussions, the directors asked questions relating to specific terms in the merger agreement, including interim operating covenants, the treatment of employees, termination provisions and remedies for pre-closing breach, representations and warranties and conditions to closing. Representatives of Goodwin again led a discussion concerning the board's fiduciary duties. Representatives of Citi and UBS then reviewed with the board of directors their respective firm's financial analyses of the merger consideration provided for in the merger agreement and each delivered to the special committee their respective firm's oral opinion, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth in its written opinion, the $27.10 in cash per share to be paid to the holders of ordinary shares pursuant to the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Citi's and UBS' opinions, please see the headings titled "—Opinion of Citigroup Global Markets Inc." and "—Opinion of UBS Securities LLC." After discussion, the special committee recommended to the board of directors that it approve the merger agreement and the transactions contemplated thereby. After further discussion, the board of directors, upon the recommendation of the special committee, approved the merger and the merger agreement.

        Early in the morning on December 23, 2019, the parties executed the transaction documents and prior to the opening of the U.S. stock markets issued a joint press release announcing the transaction.

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Reasons for the Merger

        During the course of its deliberations regarding the merger, the board of directors and the special committee held numerous meetings and consulted with our senior management, financial advisors and outside legal counsel, and reviewed, evaluated and considered numerous factors and a significant amount of information and data, including:

•

information concerning our business, financial performance (both historical and projected) and our financial condition, results of operations (both historical and projected), and business and strategic objectives, as well as the risks of accomplishing those objectives;



•

the possible alternatives to the merger (including the option of continuing to operate our company independently on a stand-alone basis and pursuing separate dispositions of our Seven Seas Water and Quench businesses), the timing and likelihood of accomplishing the business plans and strategic objectives of those alternatives and the potential benefits and risks of those alternatives;



•

the results of our discussions with certain third parties who expressed interest in a potential strategic transaction with us and our ability under the terms of the merger agreement to negotiate with third parties concerning certain unsolicited alternative acquisition proposals thereafter; and



•

the other terms of the merger agreement, including the parties' representations, warranties and covenants, the conditions to their respective obligations and the termination rights of the parties.

        In reaching its decision to approve the merger agreement and the merger, and to recommend that AquaVenture shareholders adopt the merger agreement, the board of directors and the special committee considered the following positive reasons to support the merger agreement and the merger:

•

the fact that the price of $27.10 per share in cash payable in the merger provides certainty, immediate value and liquidity to AquaVenture shareholders;



•

the fact that the price of $27.10 per share to be received by AquaVenture shareholders in the merger represents:



•

a 25% premium to the closing price of $21.76 on December 20, 2019, the last trading day before public announcement of the merger agreement;



•

a 25% premium to the 30-day trailing volume-weighted average price of $21.67 for the period ended on December 20, 2019;



•

a 34% premium to the 90-day trailing volume-weighted average price of $20.19 for the period ended on December 20, 2019;



•

a 17% premium to the 52-week high closing price of $23.22 as of December 20, 2019; and



•

a 65% premium to the 52-week low closing price of $16.38 as of December 20, 2019;



•

the financial presentation and oral opinion rendered by Citi to the special committee, and subsequently confirmed by delivery of a written opinion of Citi that, as of December 23, 2019, and on the basis of and subject to the various factors, assumptions and limitations set forth in such written opinion, the per share merger consideration was fair, from a financial point of view, to the holders of our ordinary shares (other than Culligan and its affiliates), which is described below under the heading "—Opinion of Citigroup Global Markets Inc.;"



•

the analyses and presentation prepared by UBS, and its written opinion dated as of December 23, 2019, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the merger

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consideration provided for in the merger was fair, from a financial point of view, to the holders of ordinary shares, which is described below under the heading "—Opinion of UBS Securities LLC;"

•

the belief of the board of directors and special committee that the consideration of $27.10 per share to be received by AquaVenture shareholders in the merger provides greater certainty of shareholder value and less risk to shareholders relative to the potential trading price of our shares over the long-term after accounting for the risks to our business resulting from operational execution risk, developing industry dynamics, competition and our progress to date;



•

the belief of the board of directors and special committee that the consideration of $27.10 per share to be received by AquaVenture shareholders in the merger provides greater certainty of shareholder value and less risk to shareholders relative to the potential separate sales of our Seven Seas Water and Quench businesses;



•

the likelihood that the proposed acquisition would be consummated in light of the conditions to closing set forth in the merger agreement and the committed financing of Culligan;



•

the ability of the board of directors and special committee to furnish information to, and conduct negotiations with, third parties in certain circumstances, and to terminate the merger agreement to accept a superior proposal from a third party upon our payment to Parent of an approximately $34 million termination fee (which the special committee and the board of directors believed was reasonable under the circumstances);



•

the other terms and conditions of the merger agreement, including, among other things, (1) the size of the termination fee and the circumstances under which the fee may be payable, (2) the limited number and nature of the conditions to the obligations of Parent and Merger Sub to complete the merger, including the absence of a financing condition and (3) the definition of "Material Adverse Effect" and the exceptions for what constitutes a material adverse effect for purposes of the merger agreement;



•

the commitments of the Lenders to provide $500.0 million in debt financing for the merger, which may consist of a senior secured cash flow revolver, a senior secured term loan facility and/or senior unsecured notes, in each case, on customary terms and conditions;



•

the requirement that, in the event of a failure to complete the merger under certain circumstances, Parent is obligated to pay us the parent termination fee of approximately $54.6 million;



•

the commitment of the Investors to capitalize Parent, at or prior to the effective time, with an aggregate equity contribution in an amount of $656.8 million to fund the payment of the merger consideration and the commitment of the Investors to fund payment of the $54.6 million parent termination fee and certain other expense and indemnification obligations under the merger agreement;



•

representations by Parent and Merger Sub in the merger agreement that, assuming the accuracy of the Company's representations in the merger agreement, the aggregate proceeds represented by the financing commitments will be sufficient for Parent and Merger Sub to pay all amounts required to be paid in connection with the merger;



•

our entitlement to specific performance under certain circumstances to cause the equity financing to be funded; and



•

the likelihood that the proposed acquisition would be consummated, in light of the experience, reputation and financial capabilities of Culligan, Advent and the Lenders.

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        In the course of its deliberations, the board of directors and the special committee also considered, among other things, the following negative factors:

•

the fact that AquaVenture shareholders will not participate in any future growth potential or benefit from any future increase in the value of our company (whether through organic growth, extraordinary events, acquisitions or otherwise);



•

the possibility that the merger will not be consummated and the potential negative effects on our business, operations, financial results and stock price;



•

the fact that completion of the merger will require antitrust clearance in the United States;



•

the potential negative effects of the public announcement of the merger on our operating results and stock price, our ability to retain key management and other personnel and our relationships with customers and suppliers;



•

the restrictions on the conduct of our business prior to the consummation of the merger, requiring us to conduct our business in the ordinary course and preventing us from taking certain specified actions, subject to specific limitations, all of which may delay or prevent us from undertaking business opportunities pending completion of the merger;



•

the risk of diverting management's focus and resources from other strategic opportunities and from operational matters while working to implement the merger;



•

the conditions to the obligations of Parent and Merger Sub to complete the merger and the right of Parent to terminate the merger agreement under certain circumstances;



•

the possibility that we may be obligated to pay Parent a termination fee if Parent terminates the merger agreement following an adverse recommendation change;



•

the fact that the approximately $54.6 million parent termination fee payable by Parent is available in only certain instances in which the merger agreement is terminated;



•

the fact that Parent requires significant third-party debt financing for the transaction and in the event that the Lenders do not provide the debt financing under the debt commitment letter, Parent will not be able to satisfy its obligations to complete the merger and in such circumstances we may only be entitled to receive the parent termination fee as provided under the merger agreement;



•

the fact that the merger consideration consists of cash and will therefore be taxable to AquaVenture shareholders who are subject to taxation for U.S. federal income tax purposes; and



•

the interests that certain of our directors and executive officers may have with respect to the merger, in addition to their interests as AquaVenture shareholders generally, as described in the section entitled "—Interests of the Company's Directors and Executive Officers in the Merger."

        The preceding discussion of the information and factors considered by the board of directors and special committee is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with their evaluation of the merger and the complexity of these matters, the board of directors and special committee did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their determination. In considering the factors described above and any other factors, individual members of the board of directors and special committee may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the board of directors and special committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the board of directors and special committee, but rather the board of directors and special committee

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conducted an overall analysis of the factors described above, including discussions with and questioning of our senior management, legal counsel and financial advisors.

Recommendation of the Company's Board of Directors

        After careful consideration, and acting upon the recommendation of the special committee, the board of directors has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement.

Opinion of Citigroup Global Markets Inc.

        The special committee retained Citi as a financial advisor in connection with a possible transaction involving AquaVenture. In connection with Citi's engagement, the special committee requested that Citi evaluate the fairness, from a financial point of view, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates) of the merger consideration to be received in the proposed merger by such holders pursuant to the terms and subject to the conditions set forth in the merger agreement. On December 22, 2019, at a meeting of the special committee held to evaluate the proposed merger, Citi rendered to the special committee an oral opinion, subsequently confirmed by delivery of a written opinion, dated December 23, 2019, to the effect that, as of the date of Citi's written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration was fair, from a financial point of view, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates).

        The full text of Citi's written opinion, dated December 23, 2019, to the special committee, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The summary of Citi's opinion set forth below is qualified in its entirety by reference to the full text of Citi's opinion. Citi's opinion was rendered to the special committee (in its capacity as such) in connection with its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, as of the date of the opinion, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates) of the merger consideration. Citi's opinion did not address any other terms, aspects or implications of the proposed merger or the merger agreement. Citi's opinion did not address the underlying business decision of AquaVenture to effect the proposed merger, the relative merits of the proposed merger as compared to any alternative business strategies that might have existed for AquaVenture or the effect of any other transaction in which AquaVenture might have engaged. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed merger or otherwise.

        In arriving at its opinion, Citi:

•

reviewed a draft, dated December 22, 2019, of the merger agreement;



•

held discussions with certain senior officers, directors and other representatives and advisors of AquaVenture concerning the business, operations and prospects of AquaVenture;



•

examined certain publicly available business and financial information relating to AquaVenture as well as certain financial forecasts and other information and data relating to AquaVenture which were provided to or discussed with Citi by management;



•

reviewed the financial terms of the proposed merger as set forth in the merger agreement in relation to, among other things, current and historical market prices and trading volumes of

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AquaVenture ordinary shares, historical and projected earnings and other operating data of AquaVenture, and the capitalization and financial condition of AquaVenture;

•

considered, to the extent publicly available, the financial terms of certain other transactions which Citi considered relevant in evaluating the proposed merger;



•

analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of AquaVenture; and



•

conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

        The issuance of Citi's opinion was authorized by Citi's fairness opinion committee.

        In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of management that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to financial forecasts and other information and data relating to AquaVenture provided to or otherwise reviewed by or discussed with Citi, Citi was advised by management that such forecasts and other information and data were reasonably prepared on bases reflecting the best then-currently available estimates and judgments of management as to the future financial performance of AquaVenture.

        Citi assumed, with the consent of the special committee, that the proposed merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the proposed merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on AquaVenture or the merger. Representatives of AquaVenture advised Citi, and Citi further assumed, that the final terms of the merger agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of AquaVenture nor did Citi make any physical inspection of the properties or assets of AquaVenture.

        In connection with Citi's engagement and at the direction of the special committee, Citi held discussions with selected third parties to solicit indications of interest in a possible acquisition of all or a part of AquaVenture. Citi's opinion did not address the underlying business decision of AquaVenture to effect the proposed merger, the relative merits of the proposed merger as compared to any alternative business strategies that might have existed for AquaVenture or the effect of any other transaction in which AquaVenture might have engaged. Citi also expressed no view as to, and Citi's opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the proposed merger, or any class of such persons, relative to the merger consideration or otherwise. Citi's opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion. Although subsequent developments may affect Citi's opinion, Citi has no obligation to update, revise or reaffirm its opinion.

        In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the

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results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion.

        In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of AquaVenture. No company, business or transaction reviewed is identical or directly comparable to AquaVenture or the merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results of any particular analysis.

        The estimates used by Citi for purposes of its analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi's analyses are inherently subject to substantial uncertainty.

        Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the merger. The type and amount of consideration payable in the proposed merger was determined through negotiations between AquaVenture, on the one hand, and Culligan and its affiliates, on the other hand, and AquaVenture's decision to enter into the merger agreement was solely that of the special committee and the board of directors of AquaVenture. Citi's opinion was only one of many factors considered by the special committee in its evaluation of the merger and should not be viewed as determinative of the views of the special committee, the board of directors or management with respect to the proposed merger, merger consideration or any other aspect of the transactions contemplated by the merger agreement.

Financial Analyses.

        The following is a summary of the material financial analyses prepared for and reviewed with the special committee in connection with Citi's opinion, dated December 23, 2019, to the special committee. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material. Approximate implied equity value per share reference ranges derived from the financial analyses described below and other per share ranges presented for reference purposes only were rounded to the nearest $0.10, except for data relating to closing share prices. Except as otherwise noted, financial data utilized for AquaVenture in the financial analyses described below were based on the base case forecast and other information and data relating to AquaVenture provided to or discussed with Citi and approved for Citi's use by the special committee and as summarized under "—Projected Financial Information—Summary of Base Case Forecast" below, and which are referred to collectively as the AquaVenture base case projections. For purposes of the financial analyses described below, the term "adjusted EBITDA," (1) when used with respect to any company other than AquaVenture, generally refers to that company's earnings (loss) before interest, taxes, depreciation and amortization expenses, adjusted, as applicable, to be consistent with "adjusted EBITDA" as reflected in AquaVenture's recent public disclosure and (2) when used with respect to

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AquaVenture, means "adjusted EBITDA" as reflected in AquaVenture's recent public disclosure adjusted further to (a) exclude certain financing revenue recorded in relation to a portion of the monthly installment payments (which management directed Citi to treat as finite-lived and non-operating in nature for purposes of its analysis) collected in respect of the long-term receivable attributable to AquaVenture's construction contract in Peru (the "Peru Long-Term Receivable") and (b) include the portion of certain monthly water payments (which management directed Citi to treat as recurring and operating in nature for purposes of its analysis) recorded as principal payments and collected in respect of the long-term receivable attributable to a contract with the government of St. Maarten (the "St. Maarten Long-Term Receivable").

Selected Public Companies Analysis.

        Citi reviewed certain financial and stock market information relating to AquaVenture and six publicly traded companies listed further below whose operations, for the purposes of Citi's analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of AquaVenture, based on business sector participation, operational characteristics and financial metrics (such companies collectively, the "selected companies").

        For the selected companies, Citi calculated and reviewed, among other information, adjusted firm values (calculated as fully diluted market equity value, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments and non-operating assets, as applicable) as multiples of estimated calendar year 2020 adjusted EBITDA. All calculations in this review were based on closing share prices on December 20, 2019 and, with respect to the selected companies, financial data (pro forma as applicable) were based on publicly available Wall Street research analysts' estimates, public filings and other publicly available information. The adjusted firm values to calendar year 2020 adjusted EBITDA multiples calculated by Citi for each selected company (as well as the median multiple) is set forth below:

        Citi also calculated and reviewed the adjusted firm value of AquaVenture (calculated pro forma for certain acquisitions completed by AquaVenture during the fourth quarter of 2019, as provided by management, and reflecting the book value of the Peru Long-Term Receivable as a non-operating asset) as a multiple of its estimated calendar year 2020 adjusted EBITDA, based on publicly available Wall Street research analysts' estimates. Citi noted, for reference purposes only, that the estimated calendar year 2020 adjusted EBITDA multiple observed for AquaVenture was 11.8x (based on publicly available Wall Street research analysts' estimates).

        Based on the multiples calculated and observed for the selected companies as described above and its professional judgment and experience, Citi identified and applied a selected illustrative range of adjusted firm value to calendar year 2020 adjusted EBITDA multiples of 10.5x to 13.0x to AquaVenture's estimated calendar year 2020 adjusted EBITDA of $79 million, based on the AquaVenture base case projections (and reflecting the further adjustments described above), to derive a range of implied adjusted firm values for AquaVenture. From this derived range of implied adjusted

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firm values, Citi subtracted AquaVenture's net debt balance (calculated pro forma for certain acquisitions completed by AquaVenture during the fourth quarter of 2019, as provided by management) and added the book value of the Peru Long-Term Receivable (both balances as of September 30, 2019), and divided the result by the number of AquaVenture ordinary shares outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by management. This analysis indicated the following approximate implied per share equity value reference range for AquaVenture, as compared to the merger consideration:

Selected Transactions Analysis.

        Using publicly available information, Citi reviewed certain financial data relating to ten transactions listed further below involving target companies whose operations, for the purposes of Citi's analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of AquaVenture, based on business sector participation, operational characteristics and financial metrics (such transactions collectively, the "selected transactions").

        Citi calculated and reviewed, among other information, the transaction values of the selected transactions (calculated as the implied firm value for the target company involved in such transaction at the time of announcement, based on (i) the aggregate consideration paid or to be paid in such transaction, or, if and as applicable, (ii) the fully diluted equity value implied by the per share purchase price in such transaction, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments and non-operating assets, as applicable) as a multiple of the applicable target company's publicly available estimated adjusted EBITDA (or metric functionally equivalent thereto) for the last 12 month period ("LTM") prior to the announcement of the applicable transaction. The transaction values to LTM adjusted EBITDA multiples calculated by Citi for each selected transaction (as well as the median multiple) is set forth below: