PG&E Corporation Recommends Shareholders Reject Mini-Tender Offer From Ponos Industries LLC
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.
Pacific Gas and Electric Company
Media Relations, 415-973-5930
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