PG&E Corporation Recommends That Shareholders Reject "Mini-Tender Offer" by TRC Capital

PG&E Corporation

is recommending that shareholders reject an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase less than 0.628 percent (up to 2.5 million shares) of the outstanding PG&E Corporation common stock at a below-market price of $40.25 per share. According to an advisory by the U.S. Securities and Exchange Commission (SEC): "'Mini-tender' offers – tender offers for less than five percent of a company's stock – have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers." The SEC's advisory is available at www.sec.gov/investor/pubs/minitend.htm. As stated in TRC's offer documentation, the offer price is 3.96 percent less than the closing price on the New York Stock Exchange (NYSE) on July 19, 2011, the day before the offer was made. Mini-tender offers, such as this one by TRC, do not give investors the same level of protection afforded by tender offers for at least 5% of a company's outstanding shares. For example, in making this offer, TRC is not required to file disclosure and other offer documents with the SEC or adhere to additional procedures mandated by U.S. securities laws.