Morgan Stanley Asia-Pacific Fund, Inc. (NYSE:APF)
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6 Months : From Oct 2018 to Apr 2019
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181206005436/en/
For more information:800.231.2608