PSEG recommends shareholders reject "mini-tender" offer by TRC Capital Investment Corporation

Rhea-AI Summary

PSEG (NYSE: PEG) has issued a strong recommendation against an unsolicited mini-tender offer from TRC Capital Investment Corporation. The offer seeks to purchase up to 1.5 million shares (approximately 0.3%) of PSEG's common stock at $80.60 per share, which is 4.51% below the July 21 closing price of $84.41 and 9.4% below the August 1 closing price of $88.97.

The offer, set to expire on August 20, 2025, is subject to numerous conditions and lacks the standard investor protections required for larger tender offers. PSEG emphasizes that shareholders who have already tendered their shares can withdraw them before the expiration date and urges investors to exercise caution and obtain current market quotations before making any decisions.

NEWARK, N.J., Aug. 1, 2025 /PRNewswire/ -- Public Service Enterprise Group (NYSE: PEG) today announced that it has received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation of Ontario, Canada, to purchase up to 1.5 million shares of PSEG common stock at a price of $80.60 per share. TRC Capital Investment's offer price of $80.60 per share is approximately 4.51% lower than the $84.41 closing share price of PSEG's common stock on July 21, 2025, the last trading day prior to the date of the offer, and approximately 9.4% lower than the $88.97 closing share price on August 1, 2025. The offer is for approximately 0.3% of the shares of PSEG common stock outstanding as of the offer date.

PSEG is not associated in any way with TRC Capital Investment or its unsolicited mini-tender offer. PSEG recommends that shareholders do not tender their shares in response to TRC Capital Investment's offer because the offer is at a price below the market price for PSEG's shares as of the date of the offer and as of August 1, 2025, and subject to numerous conditions. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with the terms of TRC Capital Investment's offer. The offer is currently scheduled to expire at 12:00 a.m. Eastern Time on August 20, 2025. TRC Capital Investment may extend the offering period at its discretion.

TRC Capital Investment has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company's shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that would otherwise apply. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." More on the SEC's guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm [sec.gov].

PSEG urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC Capital Investment's offer. 

PSEG 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 at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm [sec.gov].

About PSEG
Public Service Enterprise Group (PSEG) (NYSE: PEG) is a predominantly regulated infrastructure company operating New Jersey's largest transmission and distribution utility, serving approximately 2.4 million electric and 1.9 million natural gas customers. PSEG also owns an independent fleet of 3,758 MW of carbon-free, baseload nuclear power generating units in NJ and PA. Guided by its Powering Progress vision, PSEG aims to power a future where people use less energy, and it's cleaner, safer and delivered more reliably than ever. PSEG is a member of the S&P 500 Index and has been named to the Dow Jones Sustainability North America Index for 17 consecutive years. PSEG's businesses include Public Service Electric and Gas Co. (PSE&G), PSEG Power and PSEG Long Island (https://corporate.pseg.com).

From time to time, PSEG and PSE&G release important information via postings on their corporate Investor Relations website at https://investor.pseg.com. Investors and other interested parties are encouraged to visit the Investor Relations website to review new postings. You can sign up for automatic email alerts regarding new postings at the bottom of the webpage at https://investor.pseg.com or by navigating to the Email Alerts webpage here.

CONTACTS:
Investor Relations	Media Relations
PSEG-IR-GeneralInquiry@pseg.com	(973) 430-7734
	DL-ENT-pseg.communications@pseg.com

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SOURCE PSEG