PPL Corporation Recommends Rejection of 'Mini-Tender Offer' by TRC Capital Corporation

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Sep 16, 2011, 03:31 ET

ALLENTOWN, Pa., Sept. 16, 2011 /PRNewswire/ -- PPL Corporation (NYSE: PPL) has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 4 million shares, or approximately 0.692 percent, of the outstanding PPL common stock at a price of $27.00 per share. TRC's offer price represents approximately a 4.22 percent discount to the $28.19 closing price of PPL common stock on Sept. 14, 2011, the day before the offer commenced. In addition, TRC's offer is subject to numerous conditions, including the availability of financing on terms satisfactory to TRC.

PPL does not endorse TRC's offer and recommends that shareowners 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 PPL shares and is subject to numerous conditions. PPL urges shareowners considering TRC's offer to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser, and exercise caution with respect to TRC's offer. PPL is not associated in any way with TRC, its mini-tender offer or the offer documentation.

The Securities and Exchange Commission has cautioned investors about these offers, noting that "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's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.

PPL encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found on the NYSE's website at www.nyse.com.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC that apply to offers for more than 5 percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.

According to TRC's current offer documents, PPL shareowners who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on Friday, Oct. 14, 2011, the expiration date set forth in the offer documents, unless extended, by following the procedures described in the offer documents.

PPL requests that a copy of this press release be included with all distributions of materials relating to TRC's offer.

PPL Corporation, headquartered in Allentown, Pa., through its subsidiaries owns or controls about 19,000 megawatts of generating capacity in the United States, sells energy in key U.S. markets, and delivers electricity and natural gas to about 10 million customers in the United States and the United Kingdom. More information is available at www.pplweb.com.

SOURCE PPL Corporation