The Thai Fund, Inc. Announces Restructuring and Tender Offer
19 Marzo 2013 - 6:30AM
Business Wire
Morgan Stanley Investment Management Inc. (“MSIM”), the
investment adviser to The Thai Fund, Inc. (NYSE: TTF) (the “Fund”),
announced that, subject to stockholder approval and any approvals
of Thai Governmental or regulatory authorities, as may be required,
the Fund’s Board of Directors (the “Board”) has approved
restructuring the Fund (the “Restructuring”). Pursuant to the
Restructuring, the Fund will liquidate the contractual investment
plan existing in Thailand through which the Fund currently holds
all of its Thai assets and will invest directly in securities of
Thai companies. In its current structure, the Fund is subject to a
tax of 10 percent when repatriating cash to the United States,
which makes tender offers or share repurchases more costly for the
Fund. Following the Restructuring, the Fund will no longer be
subject to this repatriation tax and, to the extent the Board
determines it is in the best interest of stockholders, the Fund may
conduct tender offers and share repurchases in an effort to narrow
the discount at which the Fund’s shares trade to net asset value.
Further details regarding the Restructuring will be available in a
proxy statement expected to be mailed to stockholders on or about
May 8, 2013.
The Board also approved a one-time tender offer whereby, if the
Restructuring is approved and the Fund’s shares trade at a discount
to net asset value of greater than 10 percent for the 4 week period
following the completion of the Restructuring, the Fund will
conduct a tender offer for a portion of its outstanding shares,
with the terms of any tender offer to be determined by the Board
and announced at a later time.
Any solicitation of proxies by the Fund in connection with the
Restructuring 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 materials will contain important information, including a
more detailed description of the Restructuring, stockholders are
urged to read them carefully when they become available. The Fund
and the Board may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the Restructuring.
The Fund plans to file a proxy statement with the SEC in connection
with the solicitation of proxies for the Restructuring. Information
regarding the names of the Fund’s Directors will be set forth in
the Fund’s proxy statement relating to the 2013 annual meeting of
stockholders, which will be available 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 and other relevant documents to be filed with the
SEC in connection with the Restructuring.
Promptly after filing its definitive proxy statement for the
Restructuring with the SEC, the Fund will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote.
We urge stockholders to read the proxy statement (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 and any other
documents filed by the Fund with the SEC in connection with the
Restructuring 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.
The Fund is a non-diversified, closed-end management investment
company incorporated under the laws of the State of Maryland. The
Fund’s investment objective is long-term capital appreciation
through investment primarily in equity securities of companies
organized under the laws of the Kingdom of Thailand.
There is no assurance that the Fund will achieve its investment
objective. Like any stock, a closed-end fund's share price will
fluctuate with market conditions and other factors. At the time of
sale, Fund shares may have a market price that is above or below
net asset value and may be worth more or less than the original
investment. Accordingly, it is possible to lose money investing in
the Fund. Please be aware that the Fund may be subject to certain
additional risks.
Morgan Stanley Investment Management, together with its
investment advisory affiliates, has over 560 investment
professionals around the world and $338 billion in assets under
management or supervision as of December 31, 2012. MSIM 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.
Morgan Stanley is a leading global financial services firm
providing a wide range of investment banking, securities,
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employees serve clients worldwide including corporations,
governments, institutions and individuals from more than 1,200
offices in 43 countries. For further 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.
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