RMR Funds Announce Date for 2011 Annual Meetings at Which the Previously Announced Merger Will Be Considered & the Record Dat...
October 14 2011 - 3:01PM
Business Wire
RMR Asia Pacific Real Estate Fund (NYSE Amex: RAP) and RMR Real
Estate Income Fund (NYSE Amex: RIF) today announced that the 2011
joint annual meeting of shareholders of RAP and RIF will be held at
the offices of the RMR Funds, Two Newton Place, 255 Washington
Street, Suite 100, Newton, Massachusetts at 9:30 a.m. (eastern
standard time) on Tuesday, December 13, 2011. The record date for
determining shareholders entitled to vote at this meeting has been
set as the close of business on Monday, October 24, 2011.
On June 1, 2011 and August 1, 2011, the RMR Funds previously
announced that they were pursuing a merger which would result in a
combination of RAP and RIF into one fund which would pursue the
investment objectives of RIF and that they had filed preliminary
documentation with the Securities and Exchange Commission, or the
SEC, necessary to solicit shareholder approvals for that
combination. At the time of the June announcement, the RMR Funds
set a record date of June 13, 2011, and a target meeting date to
consider the merger proposals of September 20, 2011. Because of
unanticipated delays in the preparation of the proxy materials for
consideration of the merger proposals, the June 13 record date and
the September 20 meeting have been cancelled. Instead, matters
related to the merger of RAP and RIF will be considered as part of
the Funds’ joint annual meeting on December 13, 2011.
At the annual meeting, RAP and RIF shareholders will be asked to
elect a Class I Trustee of each Fund. In connection with the
proposed merger of RIF with and into RAP, RAP shareholders will
also be asked to consider the issuance of additional common shares
of RAP, proposed revisions to the fundamental investment objectives
and restrictions of RAP, and a new investment advisory contract
between RAP and RMR Advisors, Inc. If the merger is completed, RAP
and RIF will become a single closed end fund (the “Reorganized
Fund”) and the Reorganized Fund will operate in the same manner
that RIF is currently operated. If RAP shareholders approve their
merger related proposals, RAP will make a self tender offer for up
to 20% of its outstanding common shares prior to the closing of the
merger. The tender offer price will be RAP’s net asset value, or
NAV, per common share at the time the purchase is completed.
THE INFORMATION IN THIS PRESS RELEASE IS NOT COMPLETE. A
preliminary Joint Proxy Statement/Prospectus has been filed with
the SEC and persons interested in the proposed reorganization
should read the complete SEC filings. Moreover, these SEC filings
are preliminary only. The final terms of the reorganization
described in this press release may change as a result of comments
received from the SEC staff or otherwise. The documents filed with
the SEC may be amended or withdrawn and they will not be
distributed to shareholders of RAP or RIF unless and until they are
declared effective by the SEC. This press release is not intended
to, and shall not, constitute an offer to purchase or sell shares
of RAP or RIF; nor is this press release intended to solicit a
proxy from any shareholder of RAP or RIF. The solicitation of the
purchase or sale of securities or of proxies for voting at the
shareholders meeting described above may only be made by a final,
effective RAP Registration Statement, which includes a definitive
Joint Proxy Statement/Prospectus, after the RAP Registration
Statement is declared effective by the SEC.
RAP, and its trustees, officers and employees, and investment
advisor, RMR Advisors, Inc., and its shareholders, officers
and employees and other persons may be deemed to be participants in
the solicitation of proxies with respect to the proposed
reorganization and the matters to be considered at the December 13,
2011 meeting. Investors and shareholders may obtain more detailed
information regarding the direct and indirect interests of RAP’s
trustees, officers and employees, and RMR Advisors, Inc.’s
shareholders, officers and employees and other persons by reading
the preliminary and definitive Joint Proxy Statement/Prospectus
regarding the proposed reorganization, filed with the SEC, when
they become available.
The RAP Registration Statement has not yet become effective, and
the information contained therein, including the information
contained in the Joint Proxy Statement/Prospectus, is not complete
and is subject to change. INVESTORS AND SECURITY HOLDERS OF RAP AND
RIF ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE REORGANIZATION AS WELL AS THE
INVESTMENT OBJECTIVES, RISKS AND THE CHARGES AND EXPENSES AND OTHER
IMPORTANT INFORMATION ABOUT RAP. INVESTORS SHOULD CONSIDER THE
INVESTMENT OBJECTIVES, RISKS, AND THE CHARGES AND EXPENSES OF RAP
CAREFULLY. RAP may not sell securities until RAP’s Registration
Statement, which includes the Joint Proxy Statement/Prospectus,
filed with the SEC is effective. Also, the Joint Proxy
Statement/Prospectus is not an offer to sell securities, or a
solicitation of an offer to buy securities, in any state where such
offer or sale is not permitted.
The tender offer referred to in this press release has not yet
commenced and relates to a planned tender offer by RAP for up to
20% of its outstanding shares at a price equal to RAP’s NAV per
common share at the time the purchase is completed. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any shares of RAP in the tender offer. Such a
solicitation and the offer to buy shares of RAP will be made
pursuant to an offer to purchase and related materials that RAP
intends to file with the SEC, subject to the satisfaction of the
conditions described herein. At the time the tender offer is
commenced, RAP intends to file a Tender Offer Statement on Schedule
TO containing an offer to purchase, forms of letters of transmittal
and other documents relating to the tender offer. RAP intends to
mail these documents to the shareholders of RAP. These documents
will contain important information about the tender offer and
shareholders of RAP are urged to read them carefully when they
become available.
Investors may obtain free copies of the Joint Proxy
Statement/Prospectus, tender offer statement, and other documents
(when they become available) filed with the SEC at the SEC’s web
site at www.sec.gov. In addition, free copies of the Joint Proxy
Statement/Prospectus, tender offer statement and other documents
filed with the SEC may also be obtained after RAP’s Registration
Statement becomes effective by directing a request to: RMR
Advisors, Inc., Two Newton Place, 255 Washington Street, Suite
300, Newton, MA, 02458 or by calling: (617) 332-9530.
RIF and RAP are both closed end managed investment companies
advised by RMR Advisors, Inc., of Newton, MA.
WARNING REGARDING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS
ARE BASED UPON RAP’S AND RIF’S PRESENT BELIEFS AND EXPECTATIONS,
BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS
REASONS, INCLUDING SOME REASONS BEYOND RAP’S OR RIF’S CONTROL. FOR
EXAMPLE:
- THIS PRESS RELEASE STATES THAT A
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS TO IMPLEMENT A
REORGANIZATION BY WHICH RIF WILL BE MERGED INTO RAP HAS BEEN FILED
WITH THE SEC. THE IMPLICATION OF THIS STATEMENT MAY BE THAT RIF
WILL BE MERGED INTO RAP. THIS MERGER IS CONDITIONED UPON
SHAREHOLDER APPROVAL BY RAP SHAREHOLDERS AND CERTAIN OTHER MATTERS.
RAP SHAREHOLDERS MAY NOT APPROVE THIS MERGER. ACCORDINGLY, THIS
MERGER MAY NOT OCCUR.
- THIS PRESS RELEASE STATES THAT PRIOR TO
THE REORGANIZATION RAP WILL UNDERTAKE A SELF TENDER OFFER FOR UP TO
20% OF ITS OUTSTANDING SHARES AT A PRICE EQUAL TO RAP’S NAV PER
SHARE. THIS STATEMENT IMPLIES THAT RAP SHAREHOLDERS WHO DO NOT WISH
TO REMAIN RAP SHAREHOLDERS AFTER RIF IS MERGED INTO RAP AND RAP
CHANGES ITS INVESTMENT OBJECTIVES OR WHO WISH TO SELL THEIR RAP
SHARES AT NAV FOR OTHER REASONS MAY BE ABLE TO SELL THEIR RAP
SHARES AT NAV. HOWEVER, IF RAP SHAREHOLDERS WHO OWN MORE THAN 20%
OF RAP’S SHARES ELECT TO TENDER THEIR SHARES, ONLY A PRO RATA
AMOUNT OF THE TENDERED SHARES FROM EACH SHAREHOLDER WILL BE
PURCHASED. ALSO, RAP’S MAKING A TENDER OFFER IS CONDITIONED UPON
THE APPROVAL OF THE MERGER OF RIF INTO RAP WHICH IS ITSELF
CONDITIONED AS SET FORTH ABOVE. ACCORDINGLY, THERE CAN BE NO
ASSURANCE THAT SHAREHOLDERS OF RAP WILL BE ABLE TO SELL ANY OR ALL
OF THEIR RAP SHARES AT RAP’S NAV PER SHARE.
FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS
RELEASE.
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