PSEG Urges Shareholders to Reject TRC Capital's Mini-Tender Offer

On August 1, 2025, Public Service Enterprise Group (PSEG) announced its position regarding an unsolicited mini-tender offer made by TRC Capital Investment Corporation, based in Ontario, Canada. The offer seeks to acquire 1.5 million shares of PSEG's common stock at a price of $80.60 per share, which is noticeably lower than the market prices of the stock at that time.

The stated price represents a 4.51% discount from the last official closing price of $84.41 on July 21, 2025, and is approximately 9.4% below the price of $88.97 recorded on August 1, 2025. This offer covers only about 0.3% of the total shares outstanding, raising various concerns among the company's investors.

PSEG clarified that it has no affiliation with TRC Capital and firmly recommends shareholders to refrain from tendering their shares in response to this unsolicited offer. The company's major concern is the below-market offer price coupled with various conditions tied to the offer. Shareholders who might have already accepted the offer retain the option to withdraw their shares at any point before the offer's expiration date, which is scheduled for 12:00 AM ET on August 20, 2025. TRC Capital has the discretion to extend this offering period.

TRC Capital is known for engaging in mini-tender offers, which typically aim to procure less than 5% of a company's shares. This method allows them to bypass many of the disclosure and procedural requirements mandated by the U.S. Securities and Exchange Commission (SEC). Consequently, mini-tender offers often do not provide investors the same level of protection as larger tender offers outlined by U.S. securities laws.

The SEC has previously issued warnings to investors about mini-tender offers, particularly those that are below market value, insinuating that such strategies may exploit investors who do not compare the offered price with the current market rates. As outlined on SEC's website, it’s crucial for investors to obtain current market quotations and consult with financial advisors before making decisions related to offers of this kind.

Moreover, PSEG encourages all market participants, including brokers and dealers, to familiarize themselves with the SEC's guidelines regarding the dissemination and disclosure requirements concerning mini-tender offers. For detailed insights, they can refer to the information available on the SEC’s official website.

As one of the largest regulated infrastructure companies in New Jersey, PSEG has a robust portfolio, serving approximately 2.4 million electric and 1.9 million natural gas customers. Notably, they also manage an independent fleet of 3,758 MW of carbon-free nuclear power generating units located in New Jersey and Pennsylvania. Operating under the guiding vision of Powering Progress, PSEG is committed to a future that emphasizes efficient energy use alongside improvements in safety and reliability. The company has secured a spot in the S&P 500 Index and has been consistently recognized in the Dow Jones Sustainability North America Index for 17 years.

As a responsible energy provider, PSEG continuously shares crucial information through updates on its corporate Investor Relations website. Investors and interested parties are encouraged to monitor the platform for any significant postings. For automatic email notifications about new updates, users can sign up at the bottom of their webpage.

This resolute stance from PSEG highlights the importance of vigilant investment decisions among shareholders, urging them to carefully evaluate such unsolicited offers to safeguard their financial interests.