Principal ® Recommends Shareholders Reject 'Mini-tender' Offer by Potemkin Limited
Principal does not endorse Potemkin's unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Potemkin's offer because the offer is at a price that is significantly below the June 30, 2025, closing common stock price of $79.43 per share.
Principal is not associated in any way with Potemkin, its mini-tender offer, or its mini-tender offer documents. Potemkin's offer is generally not subject to the information filing requirements of the Securities Exchange Act and Potemkin 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.
Potemkin has made similar mini-tender offers for shares of other companies. 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 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 https://www.sec.gov/investor/pubs/minitend.htm
Principal urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Potemkin's offer.
Principal urges shareholders who have not responded to Potemkin's offer to take no action. Shareholders who have already tendered their shares may withdraw them within 14 days after the date of delivery of the shareholder's Tender Form by providing notice as described in the Potemkin mini-tender offer documents, prior to the expiration of the offer, currently scheduled for Tuesday, September 30, 2025, 5 p.m. Eastern time. 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 www.sec.gov/divisions/marketreg/minitenders/sia072401.htm 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 http://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Principal requests that a copy of this news release be included with all distributions of materials relating to Potemkin's mini-tender offer related to shares of Principal Financial Group, Inc. common stock.
About Principal Financial Group ®
Principal Financial Group ® (Nasdaq: PFG) is a global financial company with approximately 20,000 employees 1 passionate about improving the wealth and well-being of people and businesses. In business for 145 years, we're helping approximately 70 million customers 1 plan, protect, invest, and retire, while working to support the communities where we do business. Principal is proud to be recognized as one of the 2025 World's Most Ethical Companies 2 and named as a 'Best Places to Work in Money Management 3.' Learn more about Principal and our commitment to building a better future at principal.com.
2 Ethisphere, 2025
3 Pensions & Investments, 2024
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Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, investments, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as 'expect,' 'look,' 'believe,' 'anticipate,' 'may' or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to: A discussion of these and other factors that could affect our results is included in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2024. Except as may be required by the applicable law or regulation, we undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Contact: Frank A. Cavallaro, SEVP and CFO Peapack-Gladstone Financial Corporation T: 908-306-8933 (Tables to follow) PEAPACK-GLADSTONE FINANCIAL CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in Thousands, except per share data) (Unaudited) (A) Return on average tangible equity is calculated by dividing tangible equity by annualized net income. See non-GAAP financial measures reconciliation included in these tables. (B) Calculated as total operating expenses as a percentage of total revenue. For non-GAAP efficiency ratio, see the non-GAAP financial measures reconciliation included in these tables. (A) Return on average tangible equity is calculated by dividing tangible equity by annualized net income. See non-GAAP financial measures reconciliation included in these tables. (B) Calculated as total operating expenses as a percentage of total revenue. For non-GAAP efficiency ratio, see the non-GAAP financial measures reconciliation included in these tables. PEAPACK-GLADSTONE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CONDITION (Dollars in Thousands) (Unaudited) (A) FHLB means 'Federal Home Loan Bank' and FRB means 'Federal Reserve Bank.' PEAPACK-GLADSTONE FINANCIAL CORPORATION SELECTED BALANCE SHEET DATA (Dollars in Thousands) (Unaudited) (A) Amounts reflect modifications that are paying according to modified terms. 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(A) Equity to total assets is calculated as total shareholders' equity as a percentage of total assets at quarter end. (B) Tangible equity and tangible assets are calculated by excluding the balance of intangible assets from shareholders' equity and total assets, respectively. Tangible equity as a percentage of tangible assets at quarter end is calculated by dividing tangible equity by tangible assets at quarter end. See Non-GAAP financial measures reconciliation included in these tables. (C) Book value per common share is calculated by dividing shareholders' equity by quarter end common shares outstanding. (D) Tangible book value per share excludes intangible assets. Tangible book value per share is calculated by dividing tangible equity by quarter end common shares outstanding. See Non-GAAP financial measures reconciliation tables. (E) Regulatory well capitalized standard (including capital conservation buffer) = 4.00% ($286 million) (F) Regulatory well capitalized standard (including capital conservation buffer) = 8.50% ($494 million) (G) Regulatory well capitalized standard (including capital conservation buffer) = 7.00% ($407 million) (H) Regulatory well capitalized standard (including capital conservation buffer) = 10.50% ($611 million) PEAPACK-GLADSTONE FINANCIAL CORPORATION LOANS CLOSED (Dollars in Thousands) (Unaudited) (A) Includes loans and lines of credit that closed in the period but not necessarily funded. (B) Includes equipment finance. PEAPACK-GLADSTONE FINANCIAL CORPORATION AVERAGE BALANCE SHEET (Tax-Equivalent Basis, Dollars in Thousands) (Unaudited) (A) Average balances for available for sale securities are based on amortized cost. (B) Interest income is presented on a tax-equivalent basis using a 21% federal tax rate. (C) Loans are stated net of unearned income and include nonaccrual loans. (D) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets. PEAPACK-GLADSTONE FINANCIAL CORPORATION AVERAGE BALANCE SHEET (Tax-Equivalent Basis, Dollars in Thousands) (Unaudited) (A) Average balances for available for sale securities are based on amortized cost. (B) Interest income is presented on a tax-equivalent basis using a 21% federal tax rate. (C) Loans are stated net of unearned income and include nonaccrual loans. (D) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets. PEAPACK-GLADSTONE FINANCIAL CORPORATION AVERAGE BALANCE SHEET (Tax-Equivalent Basis, Dollars in Thousands) (Unaudited) (A) Average balances for available for sale securities are based on amortized cost. (B) Interest income is presented on a tax-equivalent basis using a 21% federal tax rate. (C) Loans are stated net of unearned income and include nonaccrual loans. (D) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets. PEAPACK-GLADSTONE FINANCIAL CORPORATION NON-GAAP FINANCIAL MEASURES RECONCILIATION Tangible book value per share and tangible equity as a percentage of tangible assets at period end are non-GAAP financial measures derived from GAAP-based amounts. We calculate tangible equity and tangible assets by excluding the balance of intangible assets from shareholders' equity and total assets, respectively. We calculate tangible book value per share by dividing tangible equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing shareholders' equity by common shares outstanding at period end. We calculate tangible equity as a percentage of tangible assets at period end by dividing tangible equity by tangible assets at period end. We believe that this is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital ratios. The efficiency ratio is a non-GAAP measure of expense control relative to recurring revenue. We calculate the efficiency ratio by dividing total noninterest expenses, excluding other real estate owned provision, as determined under GAAP, by net interest income and total noninterest income as determined under GAAP, but excluding net gains/(losses) on loans held for sale at lower of cost or fair value and excluding net gains on securities from this calculation, which we refer to below as recurring revenue. We believe that this provides a reasonable measure of core expenses relative to core revenue. We believe these non-GAAP financial measures provide information that is important to investors and useful in understanding our financial position, results and ratios because our management internally assesses our performance based, in part, on these measures. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titles measures reported by other companies. A reconciliation of the non-GAAP measures of tangible common equity, tangible book value per share and efficiency ratio to the underlying GAAP numbers is set forth below. (Dollars in thousands, except per share data) (Dollars in thousands) (Dollars in thousands) View the original release on
