NEWARK, N.J., April 18, 2011 /PRNewswire/ -- Public Service
Enterprise Group (PSEG) (NYSE: PEG) has been notified of an
unsolicited "mini-tender offer" by TRC Capital Corporation to
acquire up to 3 million shares of PSEG common stock, representing
less than 0.6 percent of PSEG's outstanding shares. TRC Capital's
offer price of $29.75 per share in
cash represented, as TRC Capital's own offer document acknowledges,
approximately a 3.44 percent discount below PSEG's closing price of
$30.81 per share on the New York
Stock Exchange on April 5, 2011, the
day before the offer commenced.
PSEG does not endorse TRC Capital's offer and recommends that
shareholders do not tender their shares in response to the offer
because it is a mini-tender offer at a price below the current
market price for PSEG's common stock and is subject to numerous
conditions. PSEG strongly urges shareholders to obtain current
market quotes for PSEG's common stock, consult with their financial
advisors and exercise caution in evaluating TRC Capital's offer.
Mini-tender offers such as this one seek less than 5 percent of a
company's outstanding shares, thereby avoiding many of the investor
protections applicable to tender offers for more than 5 percent of
a company's outstanding shares, including the filing of disclosure
and other tender offer documents with the Securities and Exchange
Commission (SEC) and other procedures required by U.S. securities
laws.
PSEG recommends that any shareholder who has not responded to
this offer do nothing. Shareholders who have already tendered
shares to TRC Capital should consider taking action to withdraw
such shares by providing the written notice described in the TRC
Capital offering documents prior to the expiration of the offer,
currently scheduled for 12:01 a.m. on
Friday, May 6, 2011.
The SEC has issued investor tips about mini-tender offers. The
SEC states: "Some bidders make mini-tender offers at below-market
prices, hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market
price." The SEC advisory can be found at
www.sec.gov/investor/pubs/minitend.htm.
PSEG refers broker/dealers and other market participants in the
dissemination of TRC Capital's offer to the SEC's recommendations
to broker/dealers in these circumstances, which can be found at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD
Notice to Members 99-53 issued July
1999, regarding guidance to members forwarding mini-tender
offers to their customers, which can be found at
www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
PSEG understands that TRC Capital has made similar mini-tender
offers for the shares of other companies. PSEG is not affiliated or
associated with TRC Capital Corporation, this unsolicited
mini-tender offer or the offer documentation.
Public Service Enterprise Group (PSEG) (NYSE:PEG) is a publicly
traded diversified energy company with three principal
subsidiaries: PSEG Power, PSEG Energy Holdings, and Public Service
Electric and Gas Company (PSE&G).
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SOURCE Public Service Enterprise Group (PSEG)