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.
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Source: PG&E Corporation