Filed by Zurn Water Solutions Corporation
Pursuant to Rule 425 under the Securities Act of
1933, as amended
and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of
1934, as amended
Subject Company: Zurn Water Solutions Corporation
Commission File No.: 001-35475
February 14, 2022
Zurn Water Solutions Associates,
Today is an exciting
day for the future of Zurn Water Solutions. We are announcing plans to combine with Elkay Manufacturing, adding a drinking
water business to our portfolio with significant growth opportunity. Upon completion of the transaction, Zurn Water Solutions shareholders
will own approximately 71% and Elkay shareholders will own approximately 29% of the combined company.
If
you aren’t familiar with Elkay Manufacturing, it is a family-owned business headquartered in Downers Grove, Illinois
that has been making innovative products and delivering exceptional customer service for more than 100 years. While the business started
in sinks, their continued innovation and growth has led them to become a market leader in drinking water as well as sinks.
This
transaction is truly transformational for our business. By combining with the Elkay brand, it positions us as an even stronger pure-play
water company because the drinking water sector is high-growth and increasingly essential. The combination puts us well on our way to
doubling the size of the business while enhancing our competitive advantage within specified water solutions.
Elkay
is viewed as the gold standard in providing clean drinking water within institutional and commercial buildings. Together, we can provide
customers an even more comprehensive package of innovative, specified water solutions that provide water safety, water quality and water
conservation to critical vertical markets like education and healthcare. It also provides even more capability for customers to advance
their sustainability initiatives while reducing their overall initial and operating costs.
This
transaction will not change our executive leadership team or our Milwaukee headquarters, which will all remain as they are today.
I will remain Chairman and Chief Executive Officer, Craig Wehr will remain President of Zurn Water Solutions, and Ted Hamilton will remain
President of Elkay Plumbing. The combined entity – renamed Zurn Elkay Water Solutions – will continue to
trade under the ticker NYSE: ZWS and will be led by the existing Zurn Water Solutions Board of Directors with the addition of
two new directors who currently serve on the Elkay Board of Directors. While our corporate offices
will remain in Milwaukee, we will continue to maintain a presence in the Chicago area where Elkay is headquartered.
During
the past several months, we’ve come to know the highly talented Elkay team more closely. What has repeatedly impressed us, and
part of what makes me so excited about this transaction, is the deeply aligned midwestern core values and a passion for serving customers.
We also share a focus on Diversity, Equity & Inclusion, water and environmental stewardship, and giving back to the communities
where employees live and work.
Today’s announcement is
just the first step in a long process, so we don’t have all the answers at this point. The transaction closing is subject to certain
regulatory and shareholder approvals, and other customary closing conditions, and is not expected to take place until the third quarter
of 2022. We will have a project management team in place to ensure a smooth transition.
Zurn Water Solutions | 511 W. Freshwater Way | Milwaukee, WI 53204
In the meantime, it is business
as usual for all of us, as we continue to provide our customers with the high levels of service that they expect and deserve.
I will share more
information on our Quarterly Associate call later this week. You will receive an email on how to access the call on Z-Net. In addition,
we’ve set up a special section on Z-Net that includes FAQs and additional information about today’s announcement.
More information will be added to that site as it becomes available.
We will navigate the next several
months together, and you can expect updates at key milestones. In the meantime, let’s stay focused on continuing to deliver results
and serve customers.
This is an exciting transaction
that is expected to provide significant opportunities for growth and development for associates of both companies. We are excited to
build upon the incredible legacies of both businesses as we come together to create an even brighter future as Zurn Elkay Water Solutions.
Todd A. Adams
Chairman and CEO
Forward-Looking Statements
This communication contains certain
“forward-looking statements” including statements regarding the anticipated timing and benefits of the combination of Zurn
and Elkay (the “Transaction”). These forward-looking statements are based on our current expectations and beliefs, but there
can be no assurance that these will be as anticipated. These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These factors include, among others: the inability to complete the Transaction,
including due to the failure to receive required Zurn shareholder approvals or the failure of other closing conditions; the inability
to recognize the anticipated benefits of the proposed Transaction, including the forecasted cost synergies; and costs related to the
proposed Transaction. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Additional Information
In connection with the Transaction,
we intend to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) that will
include a proxy statement/prospectus relating to the Transaction. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. A definitive
proxy statement will be sent to stockholders of Zurn seeking approval of the Transaction. The documents relating to the Transaction (when
they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available)
can also be obtained free of charge by contacting us at 855-480-5050.
No Offer or Solicitation
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
This communication is not a solicitation
of a proxy from any security holder. Zurn, Elkay and their respective directors, executive officers, other members of management and
employees may be deemed to be participants in the solicitation of proxies from Zurn’s stockholders in connection with the Transaction.
Information regarding the names and interests in the proposed transaction of Zurn’s directors and officers is contained Zurn’s
filings with the SEC. Additional information regarding the interests of potential participants in the solicitation process will also
be included in the proxy statement/prospectus relating to the Transaction and other relevant documents when they are filed with the SEC.
These documents can be obtained free of charge from the sources indicated above.
Zurn Water Solutions | 511 W. Freshwater Way | Milwaukee, WI 53204
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