NEWTON, Mass.--(BUSINESS WIRE)--
RMR Asia Pacific Real Estate Fund (NYSE Amex: RAP) and RMR Real Estate
Income Fund (NYSE Amex: RIF) today announced that their respective
Boards of Trustees have approved the merger of RAP into RIF. RIF intends
to file a preliminary Joint Proxy Statement/Prospectus relating to the
reorganization with the U.S. Securities and Exchange Commission, or the
SEC, in the near future. Among other matters, the proposed
reorganization provides that:
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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.
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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.
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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.
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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.
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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 Tuesday, September 20, 2011. Record
shareholders of RAP and RIF at the close of business on Monday, June 13,
2011 will be entitled to vote at these meetings. The meeting date has
been tentatively set at this time because of various SEC procedures
which must be completed before the Joint Proxy Statement/Prospectus may
be distributed. In the event any of these procedures are accelerated or
delayed, a new meeting date may be publicly announced.
THE INFORMATION IN THIS PRESS RELEASE IS NOT COMPLETE. A preliminary
Joint Proxy Statement/Prospectus will be filed with the SEC and persons
interested in the proposed reorganization should read the complete SEC
filings when they become available. Moreover, these SEC filings will be
preliminary only. The final terms of the reorganization described in
this press release may change as a result of comments received from the
SEC staff or otherwise. After these documents are filed with the SEC,
they may be amended or withdrawn and they will not be distributed to
shareholders of RAP and RIF unless and until they are declared effective
by the SEC. This press release is not intended to, and shall not,
constitute an offer to purchase or sell shares of RAP or RIF; nor is
this press release intended to solicit a proxy from any shareholder of
RAP or RIF. The solicitation of the purchase or sale of securities or of
proxies to effect the reorganization may only be made by a final,
effective RIF Registration Statement, which includes a definitive Joint
Proxy Statement/Prospectus, after the RIF Registration Statement is
declared effective by the SEC.
RAP and RIF, and their respective trustees, officers and employees, and
investment advisor, RMR Advisors, Inc., and its shareholders, officers
and employees and other persons may be deemed to be participants in the
solicitation of proxies with respect to the proposed reorganization.
Investors and shareholders may obtain more detailed information
regarding the direct and indirect interests of the funds' respective
trustees, officers and employees, and RMR Advisors, Inc.'s shareholders,
officers and employees and other persons by reading the preliminary and
definitive Joint Proxy Statement/Prospectus regarding the proposed
reorganization, filed with the SEC, when they become available.
The RIF Registration Statement has not yet been filed or become
effective, and the information contained therein, when filed, including
the information contained in the Joint Proxy Statement/Prospectus, will
not be complete and will be 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 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 SEC is effective. The Joint
Proxy Statement/Prospectus is not an offer to sell securities, or a
solicitation of an offer to buy securities, in any state where such
offer or sale is not permitted.
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 SEC, subject to the satisfaction of the
conditions described herein. At the time the tender offer is commenced,
RAP intends to file a Tender Offer Statement on Schedule TO containing
an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer. RAP intends to mail these
documents to the shareholders of RAP. These documents will contain
important information about the tender offer and shareholders of RAP are
urged to read them carefully when they become available.
Investors may obtain free copies of the Joint Proxy
Statement/Prospectus, tender offer statement, and other documents (when
they become available) filed with the SEC at the SEC's web site at
www.sec.gov. In addition, free copies of the Joint Proxy
Statement/Prospectus, tender offer statement and other documents filed
with the SEC may also be obtained after the RIF's Registration Statement
becomes effective by directing a request to: RMR Advisors, Inc., Two
Newton Place, 255 Washington Street, Suite 300, Newton, MA, 02458 or by
calling: (617) 332-9530.
RAP and RIF are both closed end managed investment companies managed by
RMR Advisors, Inc., of Newton, MA.
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:
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THIS PRESS RELEASE STATES THAT RIF INTENDS TO FILE A PRELIMINARY JOINT
PROXY STATEMENT/PROSPECTUS 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.
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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.
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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 TRUSTEES MAY 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).
FOR THESE AND OTHER REASONS INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.
RMR Asia Pacific Real Estate Fund and RMR Real Estate Income Fund
Timothy
A. Bonang, 617-796-8253
Vice President, Investor Relations
or
Carlynn
Finn, 617-796-8253
Manager, Investor Relations
www.rmrfunds.com
Source: RMR Asia Pacific Real Estate Fund and RMR Real Estate Income Fund
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