Consolidated Water Co. Ltd. (NASDAQ Global Select Market: CWCO), a
leading designer, builder and operator of advanced water supply and
treatment plants, announced today that on May 29, 2024 (the
“Settlement Date”) it settled the previously disclosed dispute
between the Company’s wholly-owned Dutch subsidiary, Consolidated
Water Coöperatief, U.A. (“CW-Coöperatief”) and the United Mexican
States (“Mexico”) relating to the termination by Mexican
governmental authorities of a public-private partnership agreement
(the “APP Contract”), under which CW-Coöperatief’s indirect Mexican
subsidiary Aguas de Rosarito, S.A.P.I. de C.V. (“AdR”) was to
develop, build and operate a desalination plant and its
accompanying pipelines in Playas de Rosarito, Baja California (the
“Project”). Under the settlement agreement, CW-Coöperatief’s
Mexican subsidiary N.S.C. Agua, S.A. de C.V. (“NSC”) will sell the
20.1 hectares of land on which the Project’s plant was to be
constructed, including related rights of way (the “Land”), and
certain documentation owned by NSC relating to the Project
(“Project Documentation”) for an aggregate price of MXN$616,144,000
(or approximately US$36,351,000 based upon the MXN$-US$ exchange
rate published by the Bank of Mexico on the Settlement Date).
The dispute arose when, on June 29, 2020,
Mexican governmental authorities sent a notice to AdR terminating
the APP Contract and inviting AdR to submit a request for the
reimbursement of Project-related expenses in accordance with the
APP Contract and Mexican law governing the APP Contract. AdR
disputed the lawfulness of the termination and submitted a
reimbursement request on August 28, 2020. On April 16, 2021,
CW-Coöperatief notified Mexico that a dispute had arisen between
CW-Coöperatief and Mexico under the Agreement on Promotion,
Encouragement and Reciprocal Protection of Investments between the
Kingdom of the Netherlands and Mexico (the “Treaty”), in connection
with the termination of the APP Contract and AdR’s reimbursement
request.
On February 7, 2022, CW-Coöperatief submitted a
Request for Arbitration to the International Centre for Settlement
of Investment Disputes (“ICSID”), requesting arbitration of the
dispute under the Treaty (the “Arbitration”). On May 10, 2022,
CW-Coöperatief and Mexico agreed to postpone the appointment of the
arbitral tribunal in the interest of facilitating discussions
between CW-Coöperatief and the Mexican government to settle the
dispute amicably. Subsequently, CW-Coöperatief and Mexico agreed to
successive extensions of this postponement. The settlement
agreement is a result of the discussions between CW-Coöperatief and
the Mexican government.
Under the settlement agreement entered into on
May 29, 2024, CW-Coöperatief was required to request that ICSID
discontinue the Arbitration within two business days of the date of
the settlement agreement. On the Settlement Date, CW-Coöperatief
sent the discontinuance request, and on May 31, 2024 ICSID issued
an order discontinuing the Arbitration. Under the terms of the
settlement agreement, Fondo Nacional de Infraestructura, a Mexican
trust that is a part of the state-owned Nacional de Obras y
Servicios Públicos, S.N.C. (the “Trust”), was required to purchase
the Land, on an “as-is” basis, from NSC for MXN$596,144,000 (or
approximately US$35,171,000, based upon the MXN$-US$ exchange rate
published by the Bank of Mexico on the Settlement Date). NSC and
AdR previously acquired the Land for approximately
US$24.2 million through a series of transactions that began in
2012. The closing day for the sale of the Land to the Trust is
scheduled on June 10, 2024.
Within ten business days of the closing day for
the sale of the Land to the Trust, the Mexican government and NSC
are required to execute an agreement on terms acceptable to NSC,
pursuant to which the Mexican government will pay at least
MXN$20,000,000 (or approximately US$1,180,000 based upon the
MXN$-US$ exchange rate published by the Bank of Mexico on the
Settlement Date) to purchase the Project Documentation.
Once the parties to the settlement agreement
have fully discharged their respective obligations described above:
(i) the parties will be released from all obligations owed to each
other in connection with the APP Contract, the dispute, and the
Arbitration; and (ii) no party to the settlement agreement may
institute any legal proceedings against another party thereto with
respect to the matters which have been addressed by the settlement
agreement.
About Consolidated Water Co. Ltd.
Consolidated Water Co. Ltd. develops and
operates advanced water supply and treatment plants and water
distribution systems. The Company designs, constructs and operates
seawater desalination facilities in the Cayman Islands, The Bahamas
and the British Virgin Islands, and designs, constructs and
operates water treatment and reuse facilities in the United States.
The Company recently entered the U.S. desalination market with a
contract to design, construct, operate and maintain a seawater
desalination plant in Hawaii.
The Company also manufactures and services a
wide range of products and provides design, engineering,
management, operating and other services applicable to commercial
and municipal water production, supply and treatment, and
industrial water and wastewater treatment. For more information,
visit cwco.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes statements that may
constitute “forward-looking” statements, usually containing the
words “believe”, “estimate”, “project”, “intend”, “expect”,
“should”, “will” or similar expressions. These statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include,
but are not limited to (i) continued acceptance of the Company’s
products and services in the marketplace; (ii) changes in its
relationships with the governments of the jurisdictions in which it
operates; (iii) the outcome of its negotiations with the Cayman
government regarding a new retail license agreement; (iv) the
collection of its delinquent accounts receivable in The Bahamas;
and (v) various other risks, as detailed in the Company’s periodic
report filings with the SEC. The Company can offer no assurance
that the sales of the Land and the Project Documentation will be
consummated as required under the settlement agreement discussed
herein. For more information about risks and uncertainties
associated with the Company’s business, please refer to the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors” sections of the Company’s
SEC filings, including, but not limited to, its annual report on
Form 10-K and quarterly reports on Form 10-Q, copies of which may
be obtained by contacting the Company’s Secretary at the Company’s
executive offices or at the “Investors – SEC Filings” page of the
Company’s website at http://ir.cwco.com/docs. Except as otherwise
required by law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Company Contact: David W.
Sasnett Executive Vice President and CFO Tel (954) 509-8200 Email
Contact
Investor Relations Contact: Ron
Both or Grant Stude CMA Investor Relations Tel (949) 432-7566 Email
Contact
Media Contact: Tim Randall CMA
Media Relations Tel (949) 432-7572 Email Contact
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