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April 18, 2011
PSEG Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation
(April 18, 2011 - Newark, NJ) - 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).