Filed by Evoqua Water Technologies Corp.

Pursuant to Rule 425 Under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Evoqua Water Technologies Corp.

Commission File No.: 001-38272

Talking Points: Leaders Business Meeting (Evening)

 

 

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For a few who could not be with us this morning, let’s recap…

 

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As you have likely heard, today we announced that Evoqua and Xylem entered into a definitive agreement for Xylem to acquire Evoqua in an all-stock transaction.

 

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In this transaction, Xylem is purchasing us at an approximate 30% premium to our current stock price. Each share of Evoqua stock – will be exchanged for .48 shares of Xylem stock at a fixed ratio – making the share price as of the close on Friday rounded to $52.89.

 

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This is a bittersweet moment for me and for the rest of the ELT. I am sure – it will be similar for you as you have time to think about the changes. The board unanimously supports this transaction and ultimately makes this decision.

 

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We have done a great job and made one hell of an impact on the water industry since becoming a company in 2014. I like to believe our true birth as Evoqua began in early ’15 when we defined our Purpose, Mission, Vision, and Values. 7 short years later – the reach, scope, scale, and value that we provide the industry is nothing short of remarkable. It is because of all of you – thank you.

 

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Combining with Xylem will create a company uniquely positioned to help meet the water industry’s challenges and needs with the top talent, advanced technologies, integrated services, deep application expertise, and global scale.

 

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That said, it can be a very good opportunity. Xylem is a well-known player in the industry, and joining the two companies will make it very strong. I feel like this team is the best there is, and that will become evident as we start to integrate.

 

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The transaction should close late in our 3rd quarter for early in the 4th quarter of FY23. There are a lot of regulatory hurdles to cross with anti-trust filings in many countries and shareholder votes required on both sides. Until that time, we continue to execute on our FY23 plan with business as usual.

 

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We must continue taking care of our customers, driving, and delivering upon this year’s objectives.

 

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We will remain people focused. Some work may adjust but servicing our customers will remain the same.

 

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It is very important for each of you to take the time to engage with your teams and help them to work through the news.

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We know people will have a lot of questions, many of which we won’t be able to answer in the beginning, but we will work to get them answered as soon as possible. Best now to listen and see what is on their minds.

 

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Regular, structured, and ongoing communications will be shared leading up to and following the transaction’s closing. As leaders, it will be important for us to stay connected, and we will work out a communication plan to allow us to do that.

 

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Plan to connect daily for a feedback loop with the ELT and once/twice a week with leaders for discussion.

 

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It is important to note that this transaction is not closed; therefore, employees are not to approach any employees, customers, or vendors of Xylem company.

 

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We continue and it is business as usual. The strategic priorities we have laid out do not change, the planning and execution of our plans continue. The investments that we are making are continuing and will continue. Deliver on this year’s plan and move the ball on strategic priorites.

 

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Tonight is about you and our teams. We want to hear what’s on your mind. What questions/concerns do you have? What do you think we need to be aware of? Please understand there are likely many questions we won’t be able to answer.

Open to questions from the group.

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Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” “potential,” “may” and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements.

Such forward-looking statements, including those regarding the timing, consummation and anticipated benefits of the transaction described herein, involve risks and uncertainties. Xylem Inc.’s (“Xylem”) and Evoqua Water Technologies Corp.’s (“Evoqua”) experience and results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals of the transaction from the shareholders of Xylem or stockholders of Evoqua or from regulators are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans or operations of Xylem or Evoqua; the ability of Xylem and Evoqua to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other business partners resulting from the announcement or completion of the transaction; the combined company’s ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses; the impact of overall industry and general economic

conditions, including inflation, interest rates and related monetary policy by governments in response to inflation; geopolitical events, including the war between Russia and Ukraine, and regulatory, economic and other risks associated therewith; and continued uncertainty around the ongoing impacts of the COVID-19 pandemic, as well as broader macroeconomic conditions. Other factors that might cause such a difference include those discussed in Xylem’s and Evoqua’s filings with the Securities and Exchange Commission (the “SEC”), which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the joint proxy statement/prospectus on Form S-4 to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in Xylem’s and Evoqua’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this document are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Xylem and Evoqua undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction, Xylem intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Xylem and Evoqua that also constitutes a prospectus of Xylem. Each of Xylem and Evoqua also plan to file other relevant documents with the SEC regarding the proposed transaction. 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. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Xylem and stockholders of Evoqua. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about Xylem and Evoqua, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Xylem will be available free of charge on Xylem’s website at www.xylem.com or by contacting Xylem’s Investor Relations Department by email at andrea.vanderberg@xylem.com or by phone at + 1 (914) 260-8612. Copies of the documents filed with the SEC by Evoqua will be available free of charge on Evoqua’s internet website at www.evoqua.com or by contacting Evoqua Water Technologies Corp., 210 Sixth Avenue, Suite 3300, Pittsburgh, PA 15222, ATTN: General Counsel and Secretary.

Participants in the Solicitation

Xylem, Evoqua and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Xylem is set forth in Xylem’s proxy statement for its 2022 annual meeting of shareholders, which was filed with the SEC on March 29, 2022, and Xylem’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 25, 2022. Information about the directors and executive officers of Evoqua is set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on December 23, 2022, and Evoqua’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which was filed with the SEC on November 16, 2022. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Xylem or Evoqua using the sources indicated above.

No Offer or Solicitation

This document is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell 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 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.