Morgan Stanley Asia-Pacific Fund, Inc. Announces Reorganization into Morgan Stanley Institutional Fund, Inc. – Emerging Mar...
December 06 2018 - 8:30AM
Business Wire
Morgan Stanley Asia-Pacific Fund, Inc. (NYSE: APF) (the “Fund”)
announced that, after considering the recommendation of the Fund’s
investment adviser, Morgan Stanley Investment Management Inc., the
Board of Directors of the Fund determined that it would be in the
best interest of stockholders of the Fund to approve an Agreement
and Plan of Reorganization by and between the Fund and Morgan
Stanley Institutional Fund, Inc., on behalf of its series Emerging
Markets Portfolio (“MSIF Emerging Markets”), pursuant to which
substantially all of the assets and liabilities of the Fund would
be transferred to MSIF Emerging Markets and stockholders of the
Fund would become stockholders of MSIF Emerging Markets, receiving
shares of common stock of MSIF Emerging Markets equal to the value
of their holdings in the Fund (the “Reorganization”). Upon
execution of the Reorganization, shares of the Fund would cease to
trade on the New York Stock Exchange; however, after the
Reorganization, shares of MSIF Emerging Markets may be purchased
and redeemed at the option of stockholders at net asset value on a
daily basis, subject to the terms described in the registration
statement for MSIF Emerging Markets.
It is currently anticipated that, in connection with the
Reorganization, Japanese stockholders of the Fund, as further
described below, will receive a cash payment equal to the net asset
value of their holdings, rather than shares of MSIF Emerging
Markets. Upon execution of the Reorganization, shares of the Fund
would be delisted from the Tokyo Stock Exchange upon determination
by the Tokyo Stock Exchange.
The Reorganization is subject to certain conditions, including
stockholder approval and customary closing conditions such as the
performance of certain obligations contained in the Agreement and
Plan of Reorganization. The Reorganization of the Fund will be
submitted for stockholder approval at a special meeting of
stockholders (the “Meeting”) scheduled to be held on March 8, 2019,
and any adjournments or postponements thereof, to stockholders of
record on January 14, 2019. Further information about the
Reorganization will be included in a proxy statement/prospectus
expected to be mailed to stockholders in the first quarter of
2019.
Any solicitation of proxies by the Fund in connection with the
Meeting will be made only pursuant to separate proxy materials
filed with the U.S. Securities and Exchange Commission (the “SEC”)
under applicable federal securities laws. Because the proxy
statement/prospectus will contain important information, including
a more detailed description of the Agreement and Plan of
Reorganization, stockholders are urged to read these materials
carefully when they become available. The Fund and the Board of
Directors may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the Meeting. The Fund
plans to file a proxy statement/prospectus with the SEC in
connection with the solicitation of proxies for the Meeting.
Information regarding the names of the Fund’s Directors is set
forth in the Fund’s December 31, 2017 annual report to
stockholders, which may be obtained free of charge at the SEC’s
website at www.sec.gov. Additional information regarding the
interests of such potential participants will be included in the
proxy statement/prospectus and other relevant documents, such as
the prospectus and most recent shareholder reports of MSIF Emerging
Markets, to be filed with the SEC in connection with the
Meeting.
Promptly after filing its definitive proxy statement/prospectus
for the Meeting with the SEC, the Fund will mail the definitive
proxy statement/prospectus and a proxy card to each stockholder
entitled to vote at the Meeting. The Fund urges
stockholders to read the proxy statement/prospectus (including any
supplements thereto) and any other relevant documents that the Fund
will file with the SEC when they become available because they will
contain important information. Stockholders will be able
to obtain, free of charge, copies of the proxy statement/prospectus
and any other documents filed by the Fund with the SEC in
connection with the Meeting at the SEC’s website
at www.sec.gov, by calling 1-800-231-2608 or by writing to the
Fund at 522 Fifth Avenue, New York, New York 10036.
To stockholders in Japan holding shares of the Fund through
the Japan Securities Depositary Center, Incorporated (the "Japanese
stockholders")
As described above, it is proposed to submit to stockholder vote
the Reorganization proposal and, subject to such approval, execute
the Reorganization and dissolve the Fund.
Before the Meeting, the proxy statement/prospectus together with
their abridged Japanese translation will be sent to Japanese
stockholders and the Japanese stockholders may vote their shares by
proxy or by proxy card, telephone or Internet. After the conclusion
of the Meeting, the Fund will determine the day on which the
Reorganization is to occur and will publicize it immediately after
such date is determined.
Upon publication of this press release, the Tokyo Stock Exchange
will designate the shares of the Fund as securities under
supervision (confirmation) and, upon the conclusion of the Meeting,
as securities to be delisted from the Tokyo Stock Exchange.
It is currently anticipated that, in connection with the
Reorganization, Japanese stockholders will receive cash in lieu of
shares of MSIF Emerging Markets subject to confirmation of payment
method or other procedure. The reasons for this treatment are as
follows:
- there may be potential adverse tax consequences to Japanese
stockholders were they to receive shares of MSIF Emerging Markets
in connection with the Reorganization,
-although stockholders of MSIF Emerging Markets may redeem their
shares at net asset value due to MSIF Emerging Markets’ operation
as an open-ended fund, it is unlikely that there is a Japanese
securities company that would hold the shares of MSIF Emerging
Markets on behalf of all the Japanese stockholders such that
Japanese stockholders would be able to exercise their right of
redemption to MSIF Emerging Markets.
The Fund is a diversified, closed-end management investment
company that seeks long-term capital appreciation through
investments primarily in equity securities of Asian-Pacific issuers
and in debt securities issued or guaranteed by Asian Pacific
governments or governmental entities.
Morgan Stanley Investment Management, together with its
investment advisory affiliates, has more than 658 investment
professionals around the world and $471 billion in assets under
management or supervision as of September 30, 2018. Morgan Stanley
Investment Management strives to provide outstanding long-term
investment performance, service and a comprehensive suite of
investment management solutions to a diverse client base, which
includes governments, institutions, corporations and individuals
worldwide. For further information about Morgan Stanley Investment
Management, please visit www.morganstanley.com/im.
About Morgan Stanley
Morgan Stanley (NYSE: MS) is a leading global financial services
firm providing investment banking, securities, wealth management
and investment management services. With offices in more than 41
countries, the Firm’s employees serve clients worldwide including
corporations, governments, institutions and individuals. For more
information about Morgan Stanley, please visit
www.morganstanley.com.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful under the securities laws of any such
state.
Investing involves risk and it is possible to lose money on
any investment in the Fund.
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For more information:800.231.2608
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