Elliott Settles Proxy Contest and Agrees to Vote for Salomon Brothers Fund New Management Agreement Following SBF Board Decision
November 15 2005 - 7:14AM
PR Newswire (US)
Major Investor Says Open-ending Will Permanently Eliminate the
Discount to Net Asset Value NEW YORK, Nov. 15 /PRNewswire/ --
Elliott Associates, L.P. and Elliott International, L.P.
(collectively "Elliott"), who together are among the largest
stockholders of The Salomon Brothers Fund Inc (NYSE:SBF), today
announced that following the unanimous decision by the SBF Board of
Directors to seek an open-ending of the Fund in 2006, which will
allow all shares to be redeemed at net asset value (NAV), Elliott
will terminate its proxy solicitation contest and vote FOR a
proposed new management agreement when a special meeting of
stockholders, scheduled for later today, is convened. The proposal
to open-end the Fund is subject to stockholder approval and is also
conditioned on stockholder approval of the new management agreement
between the Fund and Salomon Brothers Asset Management Inc
("SBAM"). Elliott, a stockholder since 2002 and the beneficial
owner of 5.88 million shares, or approximately 6%, of SBF urged all
stockholders to vote FOR the new management agreement now that the
SBF Board has agreed to take steps to permanently eliminate the
discount to NAV by open-ending the Fund. "The decision by the SBF
Board to propose an open-ending of the Fund is a welcome
development that, if consummated, will allow all stockholders to
redeem their shares at NAV, subject to a redemption fee that will
not exceed 0.75%. This result could not have been achieved without
the strong support of other large and small SBF stockholders," said
Mark Levine, the portfolio manager at Elliott who oversees the SBF
investment. Elliott also announced that it has entered into a
settlement agreement with SBF, pursuant to which Elliott agreed to
terminate its proxy solicitation contest and work with the SBF
Board to obtain stockholder approval of the new management
agreement and the conversion to open-end status. The termination of
the proxy contest means that Elliott will not vote any of the
proxies it has received in relation to the vote on the new
management agreement. Stockholders who executed blue cards can
assure their votes will be counted by executing and returning a
WHITE proxy card or by calling 1-888-293- 6728. In light of the
decision by the SBF Board to seek an open-ending, Elliott is now
recommending that stockholders vote FOR the new management
agreement. The special meeting at which stockholders will vote on
open-ending the Fund is expected to occur in the first quarter of
2006. About Elliott Associates, L.P. Elliott Associates, L.P. and
its sister fund, Elliott International, L.P., have more than $5.5
billion of capital under management as of October 2005. Founded in
1977, Elliott Associates is one of the oldest funds of its kind
under continuous management. THE SUMMARY OF THE SETTLEMENTS REACHED
BY ELLIOTT AND SBF REFERRED TO IN THIS PRESS RELEASE IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE SETTLEMENT
AGREEMENTS REACHED BY ELLIOTT, SBF AND SBAM, WHICH WILL BE FILED BY
SBF WITH THE SEC AND WILL BE AVAILABLE FOR FREE ON THE SEC'S
WEBSITE, http://www.sec.gov/. ELLIOTT, SBF AND SBAM HAVE AGREED NOT
TO MAKE ANY ADDITIONAL PUBLIC STATEMENTS RELATING TO THE
SETTLEMENTS. DATASOURCE: Elliott Associates, L.P. CONTACT: Scott
Tagliarino, of Elliott Associates, L.P., +1-212-506-2999, cell:
+1-917-922-2364
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