SAN FRANCISCO--(BUSINESS WIRE)--
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 Corporation’s 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 offer’s
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 company’s 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 SEC’s 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 SEC’s 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 Corporation’s common stock.
About PG&E
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.
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Pacific Gas and Electric Company
Media Relations, 415-973-5930
Source: Pacific Gas and Electric Company