Primo Water and BlueTriton Meet on Merger Terms

TAMPA, Fla. and STAMFORD, Conn. - Primo Water Corporation (NYSE: PRMW) (TSX: PRMW) ("Primo Water") and an affiliate of BlueTriton Brands, Inc. ("BlueTriton") today announced the entry into a definitive agreement to create a leading North American pure-play healthy hydration company in an all-stock transaction (the "Transaction") that was unanimously approved by their respective Boards of Directors. Upon closing of the Transaction, Primo Water shareholders and holders of incentive equity are expected to own 43% of the fully diluted shares of the combined company ("NewCo"), and BlueTriton shareholders are expected to own 57% of the fully diluted shares of NewCo.

The Transaction offers a compelling strategic rationale and combines the complementary strengths of Primo Water and BlueTriton, creating a North American leader in pure-play healthy hydration with diversified offerings across products, formats, channels and consumer occasions. The combined company will have significant financial and operating presence with combined Net Revenue and Adjusted EBITDA1, inclusive of $200 million in estimated cost synergies, of $6.5 billion and $1.5 billion, respectively, for the twelve month period ended March 31, 2024.