PG&E Corporation (NYSE: PCG) is recommending that shareholders reject an unsolicited “mini-tender offer” by TRC Capital Corporation (TRC) to purchase less than 0.628 percent (up to 2.5 million shares) of the outstanding PG&E Corporation common stock at a below-market price of $40.25 per share. According to an advisory by the U.S. Securities and Exchange Commission (SEC): “‘Mini-tender’ offers – tender offers for less than five percent of a company’s stock – have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.” The SEC’s advisory is available at www.sec.gov/investor/pubs/minitend.htm.
As stated in TRC’s offer documentation, the offer price is 3.96 percent less than the closing price on the New York Stock Exchange (NYSE) on July 19, 2011, the day before the offer was made. Mini-tender offers, such as this one by TRC, do not give investors the same level of protection afforded by tender offers for at least 5% of a company’s outstanding shares. For example, in making this offer, TRC is not required to file disclosure and other offer documents with the SEC or adhere to additional procedures mandated by U.S. securities laws.
PG&E Corporation does not endorse TRC’s unsolicited mini-tender offer and recommends that shareholders not tender their shares in response. PG&E Corporation is not associated with TRC, this mini-tender offer or the offer documentation. PG&E Corporation urges investors to obtain current market quotes for their shares of common stock.
PG&E Corporation encourages stockbrokers and dealers as well as other market participants to review the SEC’s and the NYSE’s recommendations on mini-tender offers. These recommendations are available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the Information Memo Number 01-27, issued by the NYSE on Sept. 28, 2001, which can be found under the “Regulation — NYSE — Rules & Interpretations — Information Memos” tab at www.nyse.com.
PG&E Corporation shareholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC’s offer documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Thursday, August 18, 2011.
About PG&E Corporation
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, California’s largest investor-owned utility. PG&E serves more than 15 million Californians throughout a 70,000 square-mile service area in northern and central California. For more information, visit the Web site at http://www.pgecorp.com.
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