SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
THE SWISS HELVETIA FUND, INC.
(Name of Subject Company (Issuer)
THE SWISS HELVETIA FUND, INC.
(Name of Filing Person (Offeror)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
870875101
(CUSIP Number of Class of Securities)
Andrew Dakos
Chairman and Chief Executive Officer
The Swiss Helvetia Fund, Inc.
615 East Michigan Street
Milwaukee, Wisconsin 53202
[ ]
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
With a copy to:
William G. Farrar, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
□ Check 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.
| |
|
|
|
|
Amount Previously Paid: N/A.
|
|
Filing Party: N/A.
|
|
Form or Registration No.: N/A.
|
|
Date Filed: N/A.
|
☒ 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:
□ third-party tender offer subject to Rule 14d-1.
☒issuer tender offer subject to Rule 13e-4.
□ going private transaction subject to Rule 13e-3.
□ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: □
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
□ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
□ Rule 14-d-1(d) (Cross-Border Third-Party Tender Offer).
The Swiss Helvetia Fund Announces Special Meeting
January 27, 2025 – The Swiss Helvetia Fund, Inc. (the “Fund”) (NYSE: SWZ) announced today that a special meeting of stockholders will be held on Friday,
February 21, 2025 at 11:00 a.m. at the offices of Sullivan & Cromwell LLP, 535 Madison Avenue, New York, New York 10022 to consider proposals to approve (1) the Fund entering into an investment advisory agreement with Bulldog Investors, LLP,
and (2) changes to the Fund’s investment objective, strategies, and restrictions in order to expand the types of investments the Fund can make to meet its objective. If shareholders approve all of the proposals, the Board of Directors intends to
authorize the sale of substantially all of the Fund’s portfolio securities, and to declare a special cash distribution (consisting largely or entirely of long-term capital gains) representing approximately 30% of the Fund’s net assets.
Following the special cash distribution, if the Fund’s shares trade at a discount of more than 10% from its net asset value per share (NAV) for any ten
consecutive business days in 2025, the Board intends to authorize a tender offer to purchase at least 15% of its outstanding shares at a price of at least 98% of NAV.
Only stockholders of record as of Friday, January 24, 2025 will be entitled to vote at the special meeting. The Board urges stockholders that do not
plan to attend the meeting to promptly vote by proxy in order to minimize the cost to the Fund of soliciting additional proxies in the event a quorum is not reached and the meeting is adjourned.
The full details of the proposals to be considered at the special meeting are included in the Fund’s Definitive Proxy Statement, which was filed with the
SEC on January 27, 2025 and is available free of charge at www.sec.gov. Shareholders should carefully read the Definitive Proxy Statement and any other proxy
materials filed by the Fund because they contain important information about the special meeting and the proposals.
For more information, please call InvestorCom, the Fund’s information agent, at (877) 972-0090.
* * * * *
BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS SHOULD READ CAREFULLY THOSE PROXY MATERIALS AND ALL
OTHER RELEVANT DOCUMENTS FILED BY THE FUND WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MEETING, THE PROPOSED ADVISORY ARRANGEMENTS AND OTHER PROPOSALS CONTAINED THEREIN.
This announcement is for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of the Fund’s common stock. No tender offer for the outstanding shares of our common stock has commenced. If any tender offer is commenced, the Fund will file a Tender Offer Statement on Schedule TO with
the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) will contain important information, including the terms and conditions of the
tender offer, that should be read carefully before any decision is made with respect to the tender offer. Stockholders will be able to obtain these documents free of charge, when they become available, from the SEC’s website (www.sec.gov) or the
Fund’s current website (www.swzfund.com) or a successor Fund website.