OKLAHOMA
CITY, June 20, 2023 /PRNewswire/ -- OGE Energy
Corp. (NYSE: OGE) announced today
that it has received notice of an unsolicited mini-tender offer by TRC Capital Investment
Corporation ("TRC Capital") to purchase
up to 3,000,000 shares of OGE Energy Corp.
("OGE Energy") common stock from OGE
Energy shareholders. The
offer represents approximately 1.5% of OGE Energy's
shares of common stock outstanding as of the June 16, 2023 offer date. TRC Capital's offer
price of $34.95 per share is
approximately 4.38% lower than the $36.55 closing price of OGE Energy common stock
on the NYSE on June 15, 2023.
OGE Energy does not endorse TRC Capital's unsolicited
mini-tender offer and recommends that shareholders do not tender
their shares in response to TRC Capital's offer because the offer
is at a price that is significantly below the current market value
of OGE Energy common stock.
OGE Energy urges investors to obtain current market quotations
for their shares, consult with their broker or financial advisor,
and exercise caution with respect to TRC Capital's offer.
OGE Energy urges shareholders who have not responded to TRC
Capital's 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 TRC Capital
mini-tender offer documents prior to the expiration of the offer,
currently scheduled for 12:01 a.m.,
New York City time, on
July 18, 2023. OGE Energy encourages
shareholders to review carefully the "Withdrawal Rights" section of
the offer documents.
OGE Energy is not associated in any way with TRC Capital, its
mini-tender offer or its mini-tender offer documents. As noted in
the offer documents for this mini-tender, TRC Capital 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 otherwise.
TRC Capital has made similar unsolicited mini-tender offers for
shares of other companies.
New mini-tender offers, such as this one, seek to acquire less
than 5% 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 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." The SEC's cautionary
advice to investors on mini-tender offers is available at
sec.gov/investor/pubs/minitend.htm.
OGE Energy 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
sec.gov/divisions/marketreg/minitenders/sia072401.htm and National
Association of Securities Dealers, Inc. Notice to Members 99-53,
issued July 1999, regarding guidance
to members forwarding mini-tender offers to their customers, which
can be found at
finra.org/sites/default/files/NoticeDocument/p004221.pdf.
OGE Energy requests that a copy of this news release be included
in any distribution of materials relating to TRC Capital's
mini-tender offer for OGE Energy common stock.
About OGE Energy
OGE Energy Corp. is the parent company of OG&E, a
regulated electric company with approximately 890,000 customers
in Oklahoma and western Arkansas.
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SOURCE OGE Energy Corp.