Market Overview

California Water Submits Revised Proposal to Acquire SJW Group for $70.00 Per Share in Cash

Share:

Represents 33.6% Premium to Closing Share Price Prior to April 4,
2018 Proposal

Offers Flexibility on Transaction Structure and Board and Management
Composition

California Water Service Group ("California Water") (NYSE:CWT) today
announced it has submitted a revised proposal to the Board of Directors
of SJW Group ("SJW") (NYSE:SJW) increasing its proposal to acquire SJW
from $68.25 per share in cash to $70.00 per share in cash. California
Water's revised proposal, which exceeds SJW's all-time high closing
share price, represents a 33.6% premium to SJW's closing share price on
the final trading day prior to California Water's April 4, 2018 proposal.

In its latest proposal, California Water also communicated its
willingness to consider different transaction structures that achieve
tax deferral on gains from the sale of SJW shares for SJW stockholders
with a historical low tax basis and who may prefer to own stock of the
combined company. California Water will also consider other features
such as a ticking fee for regulatory review delay (of which California
Water expects none) and the addition of SJW representatives to the
combined company's Board and management team.

"We remain confident that a transaction between our two companies will
create substantial value for the stockholders of both companies, and
jointly benefit our respective customers, employees and local
communities," said Martin A. Kropelnicki, President and CEO of
California Water. "With our revised proposal, we hope our increased
price and flexibility on other key terms previously identified by SJW
will encourage the SJW Board to engage with us in transaction
discussions."

California Water's $70.00 per share cash proposal assumes SJW's
willingness to engage in negotiations with California Water and enter
into mutually acceptable definitive transaction documentation. Such
proposal does not amend or otherwise modify California Water's tender
offer to acquire all outstanding SJW shares for $68.25 per share in
cash, which is not subject to any due diligence or transaction
documentation conditions.

Morgan Stanley is acting as financial advisor to California Water, and
Gibson, Dunn & Crutcher LLP is acting as its legal advisor.

The text of the letter sent on Friday, August 10, 2018, to Robert A. Van
Valer, SJW's Lead Independent Director, follows:

August 10, 2018

The Board of Directors
SJW Group
110 West Taylor Street
San
Jose, CA 95110
Attention: Robert A. Van Valer
                  Lead
Independent Director

Dear Mr. Van Valer:

On behalf of California Water Service Group ("Cal Water"), I am pleased
to submit a revised proposal to acquire SJW Group ("SJW") for $70.00 per
share in cash, an increase of $1.75 per share from our previously
proposed price of $68.25. Our proposal represents a premium of 33.6% to
SJW's closing stock price on April 3, 2018, the day prior to our initial
$68.25 offer, and a 32.0x multiple to the projected 2019 earnings per
share reflected in your S-4. We are open to discussing a higher purchase
price that may be supported by due diligence and additional synergies
that we may jointly identify.

In the interest of accommodating some of the concerns you have
previously highlighted, we would be willing to consider transaction
structures that achieve tax deferral on gains from the sale of SJW
shares for SJW stockholders with a historical low tax basis and who may
prefer to own stock of our combined company. We would also welcome the
addition of up to two SJW designees to the Cal Water Board of Directors,
and would consider inviting some of your executive team members to join
Cal Water.

We believe our revised offer provides substantial and certain value in
cash for SJW shares at a highly compelling premium for your stockholders
and addresses concerns raised by SJW with respect to other key
stakeholders. Given the combination of California Water and SJW features
a clear strategic rationale and offers substantially greater benefits to
customers, employees and the communities we collectively serve than your
proposed combination with Connecticut Water, we are committed to finding
a path to bring our companies together.

We remain confident that we can complete our proposed transaction within
the same timeframe as your pending deal with Connecticut Water. In light
of that, we are prepared to compensate your stockholders with a ticking
fee of $0.50 per quarter in the event the deal is not consummated within
a pre-agreed timeframe due to state regulatory issues, of which we
expect none.

As you might expect, assuming you decide to proceed with negotiations,
we will finalize committed financing for our proposed transaction prior
to signing definitive agreements. With your cooperation we believe this
is a process that can be completed promptly, as demonstrated by the
financing you obtained for your proposed all-cash acquisition of
Connecticut Water. Our financing package will be no more conditional
than you propose for Connecticut Water.

As part of our proposal, we are also prepared to allow for a 45-day go
shop period following execution of a transaction with us. This will
address your stated concern of engaging in a sale of SJW without
soliciting offers from multiple prospective purchasers.

Our advisors and we stand ready to commence discussions as early as this
weekend. As you know, we will need to amend our tender offer materials
on Monday morning, but would be pleased to coordinate communications
before making this letter public. We will not leave this proposal
outstanding indefinitely, and look forward to hearing from you.

Sincerely,

Martin A. Kropelnicki

Chief Executive Officer and President

California Water Service Group

About California Water Service Group

California Water Service Group is the parent company of California Water
Service, Washington Water Service, New Mexico Water Service, Hawaii
Water Service, CWS Utility Services, and HWS Utility Services. Together,
these companies provide regulated and non-regulated water service to
approximately 2 million people in more than 100 California, Washington,
New Mexico, and Hawaii communities. California Water Service Group's
common stock trades on the New York Stock Exchange under the symbol
"CWT." Additional information is available online at www.calwatergroup.com.

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