Three RMR Funds to Merge; Registration Statement Including Preliminary Joint Proxy Statement/Prospectus Filed with SEC
August 26 2008 - 4:40PM
Business Wire
Three publicly traded closed end funds managed by RMR Advisors,
Inc. (the "Advisor") announced today that the Board of Trustees of
each fund had approved proposed mergers of its fund. A Registration
Statement, including a preliminary Joint Proxy Statement/Prospectus
relating to proposed mergers of those funds, was filed today with
the U.S. Securities and Exchange Commission (the �SEC�). The three
funds affected are: RMR Real Estate Fund (AMEX: RMR), a closed end
investment management company which invests in real estate
securities, including REITs. RMR Hospitality and Real Estate Fund
(AMEX: RHR), a closed end investment management company which
invests in securities of hospitality and real estate companies,
including REITs. RMR F.I.R.E. Fund (AMEX: RFR), a closed end
investment management company which invests in securities issued by
companies in the finance, insurance and real estate businesses,
including REITs. If the mergers proceed, each fund will become part
of RMR Real Estate Income Fund, a newly formed Delaware statutory
trust (the �New Fund�), which is also managed by the Advisor. The
affected funds expect that when the mergers are completed, the
expense ratio of the New Fund may be lower than the comparably
calculated expense ratios of each of the affected funds would be if
the mergers are not completed. The process of completing the
proposed mergers may take several months. The filing of the
Registration Statement, which includes a preliminary Joint Proxy
Statement/Prospectus, does not insure that the Registration
Statement will become effective or that those shareholders entitled
to vote on the matters will approve the mergers or that the mergers
will otherwise be completed. This press release is not intended to,
and shall not, constitute an offer to purchase or sell shares of
any of the affected funds, including the New Fund; nor is this
press release intended to solicit a proxy from any shareholder of
any of the affected funds. The solicitation of the purchase or sale
of securities or of proxies to effect the mergers may only be made
by a final, effective registration statement, which includes a
definitive Joint Proxy Statement/Prospectus, after it is declared
effective by the SEC. Additional Information About the Proposed
Reorganizations and Where to Find It This communication is being
made in respect of the proposed mergers, or reorganizations, of
RHR, RFR and RMR into the New Fund. In connection with the proposed
reorganizations, the New Fund has filed with the SEC a Registration
Statement on Form N-14 containing a preliminary Joint Proxy
Statement/Prospectus, which includes proxy statement disclosure of
RHR and RFR. Each fund plans to file with the SEC other documents
related to the proposed Reorganizations. The New Fund, RMR, RHR and
RFR and their respective trustees, officers and employees and the
"Advisor" 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 reorganizations. Investors and
shareholders may obtain more detailed information regarding the
direct and indirect interests of the New Fund's, RMR's, RHR's and
RFR's respective trustees, officers and employees and the Advisor's
shareholders, officers and employees and other persons by reading
the preliminary and definitive Joint Proxy Statements/Prospectuses
regarding the reorganizations, filed with the SEC, when they become
available. The Registration Statement of the New Fund has not yet
become effective, and the information contained therein, including
information in the preliminary Joint Proxy Statement/Prospectus, is
not complete and is subject to change. INVESTORS AND SECURITY
HOLDERS OF THE FUNDS 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 WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATIONS.
INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND
CHARGES AND EXPENSES OF THE FUNDS CAREFULLY. THE JOINT PROXY
STATEMENT/PROSPECTUS WILL CONTAIN THE INVESTMENT OBJECTIVES, RISKS,
AND CHARGES AND EXPENSES AND OTHER IMPORTANT INFORMATION ABOUT THE
FUNDS. The New Fund may not sell securities until the Registration
Statement filed with the SEC is effective. The Joint Proxy
Statement/Prospectus is not an offer to sell securities and is not
soliciting an offer to buy securities in any state where the offer
or sale is not permitted. Investors may obtain free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus 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 and other documents filed with the
SEC may also be obtained after the Registration Statement becomes
effective by directing a request to: RMR Advisors, Inc., 400 Centre
Street, Newton, MA, 02458 or by calling the toll-free number: (866)
790-8165. WARNING REGARDING FORWARD LOOKING STATEMENTS THIS PRESS
RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER
SECURITIES LAWS. FORWARD LOOKING STATEMENTS ARE BASED UPON PRESENT
BELIEFS AND EXPECTATIONS BUT THEY ARE NOT GUARANTEED TO OCCUR AND
MAY NOT OCCUR. FOR EXAMPLE, THE FILING OF THE REGISTRATION
STATEMENT, INCLUDING THE PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS, WITH THE SEC MAY IMPLY THAT THE MERGERS WILL
OCCUR. IN FACT, THE MERGERS MAY NOT OCCUR FOR SEVERAL REASONS,
INCLUDING THE FOLLOWING: PRESENT MARKET CONDITIONS MAY CHANGE
BETWEEN NOW AND THE TIME THE SEC DECLARES THE REGISTRATION
STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS,
EFFECTIVE OR WHEN THE MERGERS ARE READY TO BE COMPLETED IN SUCH A
MANNER THAT THE BOARDS OF THE AFFECTED FUNDS, OR ANY ONE SUCH
BOARD, MAY DETERMINE THAT THE PROPOSED MERGERS OF THE FUNDS, OR THE
PROPOSED MERGER OF A FUND, IS NO LONGER IN THE INTERESTS OF THE
FUNDS, OR ANY ONE SUCH FUND, TO PURSUE; THE SHAREHOLDERS WHO ARE
REQUIRED TO APPROVE THE MERGERS MAY NOT DO SO; THE EXPENSES WHICH
MAY BE INCURRED BY THE NEW FUND MAY BE GREATER THAN NOW ANTICIPATED
AND THE EXPENSE RATIO OF THE NEW FUND MAY BE EQUAL TO OR GREATER
THAN THE EXPENSE RATIOS HISTORICALLY EXPERIENCED BY, OR WHICH WOULD
BE EXPERIENCED BY, THE AFFECTED FUNDS IF THE MERGERS DID NOT OCCUR;
AND THE PROCESS OF COMPLETING THE PROPOSED MERGERS MAY TAKE MORE OR
LESS TIME THAN THE FUNDS NOW ANTICIPATE. INVESTORS ARE CAUTIONED
NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS
PRESS RELEASE.
Rmr F I R E Fd (AMEX:RFR)
Historical Stock Chart
From Nov 2024 to Dec 2024
Rmr F I R E Fd (AMEX:RFR)
Historical Stock Chart
From Dec 2023 to Dec 2024