The Thai Fund, Inc. Announces Restructuring and Tender Offer
Mar 19th 2013 9:05AM
Updated Mar 19th 2013 9:12AM
The Thai Fund, Inc. Announces Restructuring and Tender Offer
NEW YORK--(BUSINESS WIRE)-- Morgan Stanley Investment Management Inc. ("MSIM"), the investment adviser to The Thai Fund, Inc. (NYS: 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, investment management and wealth management services. The Firm's 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.
The Thai Fund, Inc.
KEYWORDS: United States North America New York
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