As filed with the Securities and Exchange Commission on July 25, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
The European
Equity Fund, Inc.
(Name of Subject Company (Issuer))
The European Equity Fund, Inc.
(Name of Filing Person (Offeror))
COMMON STOCK,
$0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
298768102
(CUSIP Number of Class of Securities)
John Millette
Secretary
The European Equity Fund, Inc.
c/o Deutsche Investment Management Americas Inc.
One Beacon Street
Boston, MA 02108
(617) 295-2572
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Donald R. Crawshaw, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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N/A*
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N/A*
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form of Registration No.: N/A
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Date Filed: N/A
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate
any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Press Release
FOR IMMEDIATE RELEASE
For additional information:
Deutsche Bank Press Office (212) 250-5536
Shareholder Account Information (800) 437-6269
DWS Closed-End Funds
(800) 349-4281 or
00-800-2287-2750 from outside the US
The European Equity Fund, Inc. and The New Germany Fund, Inc. Announce Commencement of Tender Offers
NEW YORK, NY July 25, 2012
The European Equity Fund, Inc. (NYSE: EEA) and The New Germany Fund (NYSE: GF)
(each
a Fund, and collectively, the Funds) announced the commencement of self tender offers on the terms and subject to the conditions set forth in each Funds Offer to Repurchase and the related Letter of Transmittal, which
are being mailed to stockholders commencing today.
Each Fund is offering to purchase up to 5% of its issued and outstanding
shares of common stock at a price equal to 98% of the Funds net asset value (NAV) per share as determined by the Fund on the next business day after the date on which the offer expires. Each Fund normally calculates its NAV per
share at 11:30 a.m. New York time on each day that the New York Stock Exchange is open for trading. Each tender offer will terminate at 5:00 p.m. Eastern Time on August 22, 2012, unless extended. If more than 5% of a Funds issued and
outstanding shares are tendered in the offer and the Fund purchases shares in accordance with the terms of the offer, it will purchase shares from tendering stockholders on a pro rata basis.
Each Funds offer is being made in accordance with the Discount Management Program (the Program) approved by the
Funds Board of Directors in July 2010. The Program provides for up to four, consecutive, semi-annual tender offers, each of which will be conducted by a Fund if its shares trade at an average discount to NAV of more than 10% during the
applicable twelve-week measurement period.
Each tender offer referred to in this announcement will be made only by the Offer
to Repurchase and the related Letter of Transmittal. Stockholders should read these documents carefully when they become available to investors free of charge at the website of the Securities and Exchange Commission (www.sec.gov). Neither the Offer
to Repurchase will be made to, nor will tenders pursuant to the Offer to Repurchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the Offer to Repurchase would violate that jurisdictions
laws.
For more information on the tender offer, please contact the Funds information agent, AST Fund Solutions, Inc. at
(800) 884-4725.
For more information on EEA and GF, including the most recent month-end performance, visit
www.dws-investments.com
or call (800) 349-4281.
The European Equity Fund, Inc. is a diversified, closed-end investment company
seeking long-term capital appreciation through investment primarily (normally at least 80% of its assets) in equity or equity-linked securities of companies domiciled in European countries utilizing the Euro currency. Investing in foreign
securities, particularly those of emerging markets, presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Any fund that concentrates in a particular segment of the market will generally be more
volatile than a fund that invests more broadly.
The New Germany Fund, Inc. is a diversified, closed-end investment company seeking
capital appreciation primarily through investment in equity or equity-linked securities of small and mid-cap German companies. The Fund may invest up to 35% of its assets in large cap German companies and up to 20% in other Western European
companies. Investing in foreign securities presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Any fund that concentrates in a particular segment of the market will generally be more volatile than
a fund that invests more broadly.
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Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public
offering and, once issued, shares of closed-end funds are bought and sold in the open market through a stock exchange. Shares of closed-end funds frequently trade at a discount to NAV. The price of a funds shares is determined by a number of
factors, several of which are beyond the control of the fund. Therefore, a fund cannot predict whether its shares will trade at, below or above NAV. There can be no assurance that the Program will be effective in reducing the Funds market
discounts.
Investments in funds involve risk. Additional risks are associated with international investing, such as government
regulations and differences in liquidity, which may increase the volatility of your investment. Foreign security markets generally exhibit greater price volatility and are less liquid than the US market. Additionally, the Funds focus their
investments in certain geographical regions, thereby increasing their vulnerability to developments in that region and potentially subjecting the Funds shares to greater price volatility. Some funds have more risk than others. These include
funds that allow exposure to or otherwise concentrate investments in certain sectors, geographic regions, security types, market capitalization or foreign securities (e.g., political or economic instability, which can be accentuated in emerging
market countries).
This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of either Fund. Each Fund is filing today
with the Securities and Exchange Commission a tender offer statement on Schedule TO and related exhibits, including an offer to repurchase, letter of transmittal, and other related documents. Stockholders of a Fund should read
its
offer to
repurchase and the tender offer statement on Schedule TO, the letter of transmittal and related exhibits, as they contain important information about the Funds tender offer. Stockholders can obtain these documents free of charge from the
Securities and Exchange Commissions website at
www.sec.gov
. or from the Funds information agent, AST Fund Solutions, Inc. at (800) 884-4725.
Certain statements contained in this release may be forward-looking in nature. These include all statements relating to plans, expectations, and other statements that are not historical facts and
typically use words like expect, anticipate, believe, intend, and similar expressions. Such statements represent managements current beliefs, based upon information available at the time the
statements are made, with regard to the matters addressed. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Management
does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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NOT FDIC/ NCUA INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
NOT A DEPOSIT
NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
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DWS Investments is part of Deutsche Banks Asset Management division and, within the US, represents the retail asset
management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company. R-20423-5 (7/12)
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