RMR Real Estate Fund Completes Reorganization with RMR Real Estate Income Fund and Declares Final Dividend
June 18 2009 - 8:20AM
Business Wire
After the close of business on Wednesday, June 17, 2009, RMR
Real Estate Fund (NYSE Amex: RMR) was reorganized into RMR Real
Estate Income Fund.
On Wednesday, June 17, 2009, the NAV for RIF was $4.240, and RIF
completed a 4:1 reverse stock split. Accordingly, the opening NAV
of RIF on Thursday, June 18, 2009 will be $16.952. On Wednesday,
June 17, 2009, the closing net asset value per share (�NAV�) of
common stock for RMR was $3.306. Since the reorganization was based
on the relative NAVs of these funds, the reorganization conversion
ratio resulted in RMR common shareholders receiving 0.195 shares of
RIF common stock for each share of RMR common stock they previously
held. Common shareholders of RMR may receive fractional shares in
connection with the reorganization.
RMR Real Estate Income Fund will trade on the NYSE Amex using
the ticker symbol �RIF�. RIF�s NAV will be reported under the
ticker �XRMRX� until further notice.
As a result of the reorganization, preferred shareholders of RMR
received an equivalent number of shares of a new series of RIF
preferred stock, �Series T�. The auction date, rate period,
dividend payment date and liquidation preference per share of the
RIF preferred stock, Series T, received by RMR preferred
shareholders in the reorganization is the same as the RMR preferred
stock, Series T, that RMR preferred shareholders exchanged in the
reorganization.
The CUSIP numbers of the RIF common stock and preferred stock
are different from the CUSIP numbers of the RMR common stock and
preferred stock, respectively. RIF�s common stock CUSIP number is
74964K609 and RIF�s preferred stock, Series T, CUSIP number is
74964K302.
As previously announced, common
shareholders of record of RMR will receive the following final cash
distribution consisting of the fund's estimated undistributed
federal investment company taxable income and net capital
gains:
Record Date � � � Pay Date* � � � Amount Per Share June 16, 2009
June 30, 2009 $0.0747
*On or about.
RMR has substantial investments in real estate investment
trusts. Because real estate investment trusts generally classify
distributions to RMR subsequent to the end of each calendar year as
ordinary income, net capital gain or return of capital, it is
expected that some portion of the distribution declared by RMR may
be similarly characterized for tax purposes subsequent to this year
end.
The existing common shares and preferred shares of RMR will be
cancelled and the fund will be dissolved under applicable state law
as soon as practicable.
Also, as previously announced, subject to the satisfaction of
certain conditions set forth in each Agreement and Plan of
Reorganization, the reorganization of each of RMR Hospitality and
Real Estate Fund (NYSE Amex: RHR), RMR F.I.R.E. Fund (NYSE Amex:
RFR), RMR Preferred Dividend Fund (NYSE Amex: RDR) and RMR Dividend
Capture Fund (NYSE Amex: RCR) with RIF are currently expected to
close after the end of business on the following dates:
- RFR: Thursday, June 18,
2009
- RHR: Friday, June 19, 2009
- RCR: Monday, June 22, 2009
- RDR: Tuesday, June 23, 2009
Details of the common share conversions and dividend payment
amounts, if any, will be determined after the end of business on
each of the aforementioned closing dates and will be announced by
press release prior to the beginning of trading on the NYSE Amex on
the first business day following each closing date.
This communication is not intended to, and shall not, constitute
an offer to purchase or sell shares of any of the RMR Funds,
including RIF, the surviving fund in the reorganizations.
Investors and security holders of the funds are urged to read
the Joint Proxy Statements/Prospectus and other documents filed
with the U.S. Securities and Exchange Commission ("SEC") carefully
in their entirety because they contain important information about
the proposed reorganizations. Investors should consider the
investment objectives, risks, charges and expenses of their fund(s)
carefully and consider in their entirety the Joint Proxy
Statements/Prospectus that contain important information regarding
the investment objectives, risks, charges, expenses and other
important information about RIF.
Investors may obtain free copies of the Joint Proxy
Statements/Prospectus and other documents filed with the SEC at the
SEC's web site at www.sec.gov. In addition, free copies of the
Joint Proxy Statements/Prospectus and other documents filed with
the SEC may also be obtained by directing a request to: RMR
Advisors, Inc., 400 Centre Street, Newton, MA, 02458 or by calling:
(617) 796-8253.
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 FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING
STATEMENTS ARE BASED UPON THE PRESENT BELIEFS AND EXPECTATIONS OF
THE FUNDS IDENTIFIED IN THIS PRESS RELEASE. HOWEVER, THESE
FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT
GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS.
FOR EXAMPLE:
- THIS PRESS RELEASE STATES
THAT THE OPENING NAV OF RIF ON THURSDAY, JUNE 18, 2009 WILL BE
$16.952. THE IMPLICATION OF THIS STATEMENT MAY BE THAT THE TRADING
PRICE OF RIF'S COMMON SHARES MAY BE EQUAL TO $16.952. HOWEVER,
COMMON SHARES OF CLOSED END INVESTMENT COMPANIES FREQUENTLY TRADE
AT A DISCOUNT TO NAV. THERE IS NO ASSURANCE THAT A TRADING PRICE
FOR RIF�S COMMON SHARES EQUAL TO OR GREATER THAN NAV WILL RESULT
AFTER RIF COMMON SHARES BEGIN TO TRADE.
- THIS PRESS RELEASE STATES
THAT RFR, RHR, RCR AND RDR MAY BE REORGANIZED WITH RIF. IN FACT,
THESE REORGANIZATIONS MAY NOT OCCUR FOR VARIOUS REASONS INCLUDING:
(I) BECAUSE OF CHANGED CIRCUMSTANCES, THE FUNDS' BOARDS, OR CERTAIN
OF THEM, MAY DECIDE NOT TO PROCEED WITH THESE REORGANIZATIONS; OR
(II) THE CONDITIONS SET FORTH IN EACH AGREEMENT AND PLAN OF
REORGANIZATION AS DESCRIBED IN THE JOINT PROXY
STATEMENTS/PROSPECTUS MAY NOT BE MET.
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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