Market Overview

Principal Recommends Shareholders Reject Fourth Round of Mini-Tender Offer by Baker Mills LLC


Principal Financial Group® (NASDAQ:PFG) announced today that
it has received notice of an unsolicited mini-tender offer by Baker
Mills LLC ("Baker Mills") to purchase up to 110,000 shares of Principal
Financial Group, Inc. common stock ("PFG") from Principal®
shareholders. The offer represents approximately 0.04 percent of
Principal's shares of common stock outstanding as of the July 23, 2018
offer date. Baker Mills' offer price of $44.00 per share is
approximately 20 percent lower than the $54.69 closing price of PFG
common stock on Nasdaq on July 23, 2018. This offer follows three recent
similar offers by Baker Mills to purchase from certain PFG holders up to
50,000; 60,000; and 125,000, respectively, of PFG shares. These previous
offers, which terminated on March 2, 2018, May 18, 2018, and July 9,
2018, resulted in the purchase by Baker Mills of 11,163 PFG shares,
40,525 PFG shares, and 121,832 PFG shares, respectively.

As with the prior offers by Baker Mills, Principal does not endorse
Baker Mills' unsolicited mini-tender offer and recommends that
shareholders do not tender their shares in response to Baker Mills'
offer because the offer is, as was the case with the previous offers, at
a price that is significantly below the current market value of PFG.
the July 23, 2018 closing common stock price of PFG was $54.69 per share.

Principal is not associated in any way with Baker Mills, its mini-tender
offer, or its mini-tender offer documents. Baker Mills is organized in
Delaware, and has a principal business address in Australia. As noted in
the offer documents for this mini-tender, Baker Mills is not generally
subject to the information filing requirements of the Securities
Exchange Act and is not generally required to file reports, proxy
statements and other information with the U.S. Securities and Exchange
Commission ("SEC") relating to its business, financial condition and

Baker Mills has made similar mini-tender offers for shares of other
companies and, as noted above, recently completed separate offers to
certain PFG holders. In addition, the offer documents for the current
mini-tender acknowledge that Baker Mills presently intends to engage in
additional similar offers for PFG.

Mini-tender offers, such as this one, seek to acquire less than five
percent of a company's shares outstanding, thereby avoiding many
disclosure and procedural requirements of the SEC. As a result,
mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under U.S. securities

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." The SEC's cautionary advice to investors on mini-tender
offers is available at

As with the prior offers by Baker Mills for PFG, Principal urges
investors to obtain current market quotations for their shares, consult
with their broker or financial advisor, and exercise caution with
respect to Baker Mills' offer.

Principal urges shareholders who have not responded to Baker Mills'
offer to take no action.
Shareholders who have already tendered
their shares may withdraw them at any time by providing written notice
as described in the Baker Mills mini-tender offer documents prior to the
expiration of the offer, currently scheduled for 8:00 p.m., Eastern
time, on August 27, 2018. Principal encourages shareholders to review
carefully the "Withdrawal Rights" section of the offer documents.

Principal 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
and NASD's Notice to Members 9-53, issued July 1999, regarding guidance
to members forwarding mini-tender offers to their customers, which can
be found at

Principal's website (
contains a significant amount of information about Principal, including
financial and other information for investors (
Principal encourages investors to visit its website from time to time as
information is updated and new information is posted.

Principal helps people and
companies around the world build, protect and advance their financial
well-being through retirement, insurance and asset management solutions
that fit their lives. Our employees are passionate about helping clients
of all income and portfolio sizes achieve their goals – offering
innovative ideas, investment expertise and real-life solutions to make
financial progress possible. To find out more, visit us at

Principal, Principal and symbol design and Principal Financial Group are
trademarks and service marks of Principal Financial Services, Inc., a
member of the Principal Financial Group.

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