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PG&E Corporation Recommends Shareholders Reject Mini-Tender Offer from Baker Mills LLC

02/15/2019

SAN FRANCISCO--(BUSINESS WIRE)-- PG&E Corporation (NYSE: PCG) today announced that it received notice of an unsolicited “mini-tender” offer from Baker Mills LLC (“Baker Mills”), dated February 4, 2019. Baker Mills has offered to purchase up to 200,000 shares of PG&E Corporation common stock, which represents approximately 0.04% of the outstanding shares of PG&E Corporation common stock, at a price of $4.00 per share. This price represents a 74.14% discount to the closing price of PG&E Corporation common stock on the New York Stock Exchange (“NYSE”) of $15.47 on February 14, 2019 and a 69.42% discount to the closing price of PG&E Corporation common stock on the NYSE of $13.08 on February 1, 2019, the last trading day prior to the date of the offer. The offer includes a condition that the trading price of PG&E Corporation’s shares not decrease below the $4.00 offer price at any time between February 4, 2019 and the offer expiration date, as noted below.

PG&E Corporation does not endorse Baker Mills’ unsolicited mini-tender offer and recommends that PG&E Corporation shareholders do not tender their shares in the offer.

Baker Mills has included a condition that there not be any decrease in the market price of PG&E Corporation’s shares as traded on the NYSE to below the $4.00 offer price at any time between February 4, 2019 and the offer’s expiration date, which is currently scheduled for Friday, March 8, 2019, unless extended by Baker Mills. As a result, PG&E Corporation shareholders who tender their shares in the offer will receive a below-market price unless Baker Mills waives this condition. In addition, the offer is subject to numerous other conditions, including there being no action taken that in the reasonable judgment of Baker Mills materially adversely affects Baker Mills, PG&E Corporation, or the value of its shares, and Baker Mills can extend the offer and delay payment beyond the scheduled expiration date of March 8, 2019.

There can be no guarantee that these conditions will be satisfied. PG&E Corporation is not associated with Baker Mills, 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 Baker Mills’ offer. PG&E Corporation recommends that shareholders who have not responded to Baker Mills’ offer take no action. Shareholders who have already tendered their shares may withdraw them by providing the written notice described in the Baker Mills 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 Baker Mills’ mini-tender offer for shares of PG&E Corporation’s common stock.

About PG&E Corporation

PG&E Corporation (NYSE: PCG) is a 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.

Media Relations
415-973-5930

Source: PG&E Corporation

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