PG&E Corporation (NYSE: PCG) today announced that it received notice of an unsolicited mini-tender offer from Ponos Industries LLC (Ponos), dated September 24, 2018. Ponos has offered to purchase up to eight million shares of PG&E Corporation common stock, which represents approximately 1.55% of the outstanding shares of PG&E Corporation common stock, at a price of $53.00 per share. While this price is above the current market price of PG&E Corporation common stock, the offer is conditioned upon the closing price of PG&E Corporations shares exceeding the $53.00 offer price on the last trading day prior to the offer expiration date, as noted below.
PG&E Corporation does not endorse Ponos unsolicited mini-tender offer and recommends that PG&E Corporation shareholders do not tender their shares in the offer.
Ponos has included a condition that states that the closing price of PG&E Corporation shares on the New York Stock Exchange must exceed the $53.00 offer price on the last full trading day prior to the offers expiration date, which is currently scheduled for Friday, October 26, 2018, unless extended by Ponos. As a result, PG&E Corporation shareholders who tender their shares in the offer will receive a below-market price unless Ponos waives this condition. In addition, the offer is subject to numerous other conditions, including Ponos obtaining the necessary financing, and that Ponos can extend the offer and delay payment beyond the scheduled expiration date of October 26, 2018.
There can be no guarantee that these conditions will be satisfied. PG&E Corporation is not associated with Ponos, its mini-tender offer, or the mini-tender offer documentation.
Mini-tender offers seek less than 5% of a companys outstanding shares, which allows the offering company to avoid many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the SEC) for tender offers.
The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers have been increasingly used to catch investors off guard, and that investors may end up selling their securities at below-market prices. The SECs guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
PG&E Corporation encourages brokers and dealers, as well as other market participants, to review the SECs letter regarding broker-dealer mini-tender offer dissemination and disclosure available at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
PG&E Corporation urges investors to obtain current market quotes for their shares of common stock, consult with their broker or financial advisor and exercise caution with Ponos offer. PG&E Corporation recommends that shareholders who have not responded to Ponos offer take no action. Shareholders who have already tendered their shares may withdraw them by providing the written notice described in the Ponos offering documents before the expiration of the offer and at other times described in the offering.
PG&E Corporation requests that a copy of this news release be included with all distributions of materials relating to Ponos mini-tender offer for shares of PG&E Corporations common stock.
PG&E Corporation (NYSE: PCG) is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. For more information, visit http://www.pgecorp.com.
Pacific Gas and Electric Company
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