Jun 06, 2011
- Newly issued common shares of RIF will be issued in exchange for outstanding common shares of RAP, and the existing RAP common shares will be cancelled. The number of RIF common shares to be issued to existing RAP common shareholders will be determined based upon the relative net asset values ("NAV") per common share of RIF and RAP, respectively.
- Prior to the reorganization, RAP will make a self tender offer for up to 20% of its outstanding common shares. The tender offer price will be RAP's NAV per common share at the time the purchase is completed.
- Subject to the completion of the reorganization and the absence of adverse changes to market conditions and RIF's business prospects, the
Board of RIF has approved raising RIF's quarterly dividend rate from$0.42 /share ($1.68 /share per year) to$0.44 /share ($1.76 /share per year) after the reorganization. - The completion of the proposed reorganization, the RAP tender offer and the RIF dividend increase are conditioned upon the approval of the reorganization by the shareholders of each of RAP and RIF and upon receipt of a ruling from the
U.S. Internal Revenue Service that the reorganization will qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended. - RIF preferred shareholders are not expected to be adversely affected by the proposed reorganization and, accordingly, they will not vote as a separate class.
The proposed reorganization will be submitted to a vote of common shareholders of RAP and common and preferred shareholders of RIF voting together as a single class at special shareholders' meetings which have been tentatively scheduled for
THE INFORMATION IN THIS PRESS RELEASE IS NOT COMPLETE. A preliminary Joint Proxy Statement/Prospectus has been filed with the
RAP and RIF, and their respective trustees, officers and employees, and investment advisor,
The RIF Registration Statement has not yet become effective, and the information contained therein, including the information contained in the Joint Proxy Statement/Prospectus, is not complete and is subject to change. INVESTORS AND SECURITY HOLDERS OF RAP AND RIF ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REORGANIZATION. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND THE CHARGES AND EXPENSES OF RAP AND RIF CAREFULLY. THE JOINT PROXY STATEMENT/PROSPECTUS WILL CONTAIN THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES AND OTHER IMPORTANT INFORMATION ABOUT RAP AND RIF. RIF may not sell securities until RIF's Registration Statement, which includes the Joint Proxy Statement/Prospectus, filed with the
The tender offer referred to in this press release has not yet commenced and relates to a planned tender offer by RAP for up to 20% of its outstanding shares at a price equal to RAP's NAV per common share at the time the purchase is completed. This press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of RAP. The solicitation and the offer to buy shares of RAP common stock will be made pursuant to an offer to purchase and related materials that RAP intends to file with the
Investors may obtain free copies of the Joint Proxy Statement/Prospectus, tender offer statement, and other documents (when they become available) filed with the
RAP and RIF are both closed end managed investment companies managed by
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES 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 RAP'S AND RIF'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS BEYOND RAP'S OR RIF'S CONTROL. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT A PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS HAS BEEN FILED WITH THE SEC TO IMPLEMENT A REORGANIZATION BY WHICH RAP WILL BE MERGED INTO RIF. THE IMPLICATION OF THIS STATEMENT MAY BE THAT RAP WILL BE MERGED INTO RIF. THIS MERGER IS CONDITIONED UPON OBTAINING AN IRS RULING, UPON SHAREHOLDER APPROVALS BY RAP AND RIF SHAREHOLDERS AND CERTAIN OTHER MATTERS. RIF AND RAP HAVE APPLIED TO THE IRS FOR SUCH A RULING AND RIF AND RAP BELIEVE THEY MAY OBTAIN THIS IRS RULING. HOWEVER, RIF'S AND RAP'S OBTAINING SUCH A RULING IS NOT ASSURED AND NEITHER RAP NOR RIF CONTROL THE IRS RULING PROCESS. SIMILARLY, EITHER RAP OR RIF SHAREHOLDERS MAY NOT APPROVE THIS MERGER, BUT THE APPROVAL OF BOTH OF THE RAP AND RIF SHAREHOLDERS, VOTING SEPARATELY, IS REQUIRED. ACCORDINGLY, THIS MERGER MAY NOT OCCUR.
- THIS PRESS RELEASE STATES THAT PRIOR TO THE REORGANIZATION RAP WILL UNDERTAKE A SELF TENDER OFFER FOR UP TO 20% OF ITS OUTSTANDING SHARES AT A PRICE EQUAL TO RAP'S NAV PER SHARE. THIS STATEMENT IMPLIES THAT RAP SHAREHOLDERS WHO DO NOT WISH TO EXCHANGE THEIR RAP SHARES FOR RIF SHARES OR WHO WISH TO SELL THEIR RAP SHARES AT NAV FOR OTHER REASONS MAY BE ABLE TO SELL THEIR RAP SHARES AT NAV. HOWEVER, IF RAP SHAREHOLDERS WHO OWN MORE THAN 20% OF RAP'S SHARES ELECT TO TENDER THEIR SHARES, ONLY A PRO-RATA AMOUNT OF THE TENDERED SHARES FROM EACH SHAREHOLDER WILL BE PURCHASED. ALSO, RAP'S MAKING A TENDER OFFER IS CONDITIONED UPON THE APPROVAL OF THE MERGER OF RAP INTO RIF WHICH IS ITSELF CONDITIONED AS SET FORTH ABOVE. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SHAREHOLDERS OF RAP WILL BE ABLE TO SELL ANY OR ALL OF THEIR RAP SHARES AT NAV.
- THIS PRESS RELEASE STATES THAT THE BOARD OF TRUSTEES OF RIF HAS CONDITIONALLY APPROVED RAISING RIF'S QUARTERLY DIVIDEND RATE FROM
$0.42 /SHARE ($1.68 / SHARE PER YEAR) TO$0.44 /SHARE ($1.76 /SHARE PER YEAR). RIF BELIEVES THAT ITS MERGER WITH RAP WILL CREATE CERTAIN ECONOMIES AND MAY LOWER ITS OPERATING COST RATIOS. HOWEVER, FUTURE OPERATING COSTS ARE SUBJECT TO NUMEROUS CONTINGENCIES SUCH AS CHARGES BY THIRD PARTY SERVICE PROVIDERS WHICH MAY BE BEYOND RIF'S CONTROL. RIF'S ABILITY TO PAY FUTURE DIVIDENDS DEPENDS UPON RIF'S FUTURE INCOME AS WELL AS RIF'S FUTURE OPERATING COSTS, AND RIF'S INCOME IS ITSELF DEPENDENT UPON RIF'S INVESTMENT RESULTS AND MARKET CONDITIONS AFFECTING RIF'S INVESTMENT PORTFOLIO WHICH ARE BEYOND RIF'S CONTROL. RIF'S BOARD OF TRUSTEESMAY CHANGE, LOWER OR EVEN ELIMINATE RIF'S DIVIDENDS IN THE FUTURE. THERE CAN BE NO ASSURANCE THAT RIF'S FUTURE QUARTERLY DIVIDEND WILL BE$0.44 /SHARE ($1.76 /SHARE PER YEAR).
Vice President, Investor Relations
or
Manager, Investor Relations
www.rmrfunds.com
Source: RMR Funds
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