Primo Water Corporation (the Company or Primo Water) announced on June 16, 2024, the company entered into an Arrangement Agreement and Plan of Merger by and among the company, Triton Water Parent Inc. (BlueTriton), Triton US HoldCo Inc. (NewCo), Triton Merger Sub 1 Inc. (Merger Sub) and 1000922661 Ontario Inc. (Amalgamation Sub). The Agreement provides that, subject to the terms and conditions set forth in the Agreement, (i) Amalgamation Sub will acquire all of the issued and outstanding shares of the Company in a court-approved plan of arrangement (the Plan of Arrangement) in exchange for shares of NewCo, followed immediately by an amalgamation of the Company and Amalgamation Sub, with the Company surviving as a wholly-owned subsidiary of NewCo (collectively, the Arrangement), (ii) immediately following the Arrangement, Merger Sub will be merged with and into BlueTriton (the Merger), with BlueTriton surviving as a wholly-owned subsidiary of NewCo and (iii) immediately following the Merger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving company in the Merger, will be merged with and into NewCo (the Subsequent Merger and, together with the Merger, the Mergers and, collectively with the Arrangement, the Transactions), with NewCo being the surviving corporation and (iv) as a result of the Transactions, the Company and Triton Water Intermediate Inc., a wholly-owned subsidiary of BlueTriton, will be wholly-owned subsidiaries of NewCo. The Transactions are expected to close in the first half of 2025, subject to various conditions.

The final corporate name and branding of NewCo is expected to be announced in the future. Following the Transactions, it is expected that NewCo will maintain dual headquarters in Tampa, Florida and Stamford, Connecticut. Primo Water?s Chief Executive Officer, Robbert Rietbroek, is expected to serve as Chief Executive Officer of NewCo, Primo Water?s Chief Financial Officer, David Hass, is expected to serve as Chief Financial Officer of NewCo, and BlueTriton?s Chief Operating Officer, Rob Austin, is expected to serve as Chief Operating Officer of NewCo.

NewCo will have a board of directors (the NewCo Board) consisting initially of 15 members, (i) seven of whom will be designated by Primo Water, (ii) seven of whom will be designated by BlueTriton, and (iii) one of whom will be mutually agreed upon by BlueTriton and Primo Water. Dean Metropoulos, a BlueTriton designee, is expected to serve as the Non-Executive Chairman of the NewCo Board. A lead independent director is expected to be selected from the directors appointed by Primo Water and to be mutually agreed upon by BlueTriton and Primo Water.