DWS RREEF Real Estate Fund, Inc. (AMEX:SRQ) (“DWS RREEF I”) and
DWS RREEF Real Estate Fund II, Inc. (AMEX:SRO) (“DWS RREEF II”)
(each, a “Fund,” and together, the “Funds”) announced today that
the Board of Directors of each Fund has approved a series of
measures designed to protect and enhance stockholder value:
1. In an effort to reduce operating costs, the Board has
negotiated a new management fee for each Fund at a fixed rate of
0.55% of average daily managed assets. The new fee, which reflects
a significant reduction, will take effect September 1, 2009.
2. In light of substantial stockholder support for the recent
liquidation proposals, the Board has indicated its intention to
give stockholders another opportunity to vote on the liquidation of
the Funds at their annual meetings expected to be held later this
year.
3. The Board has approved the adoption of a new rights dividend
and a new Rights Agreement (each an “Agreement”) for each Fund.
Specifically, and subject to the terms of each Agreement, a
dividend of one right (the “Right(s)”) will be issued for each
outstanding share of a Fund’s common stock (the “Common Shares”).
The dividend is payable on August 28, 2009 (the “Record Date”) to
stockholders of record on that date. Common Shares issued after
that date will be issued with an attached Right. If a person or
group acquires beneficial ownership of 17% in the case of DWS RREEF
I or 6% in the case of DWS RREEF II, or, if greater, such
percentage that is equal to 0.01% more than the highest percent of
outstanding Common Shares beneficially owned by any person as of
the close of business on August 14, 2009, the Rights would become
exercisable by record holders other than the stockholder or group
of stockholders acquiring such beneficial ownership. In such event,
each Right will entitle the record holder upon exercise to purchase
from the applicable Fund four shares of common stock at a per share
price equal to the par value of the Common Shares ($0.01). The
Rights will expire on December 26, 2009, unless the Rights are
earlier redeemed or exchanged by a Fund pursuant to the terms of
the applicable Agreement.
The rights issued under the Funds’ current Rights Agreements,
which are exercisable in similar circumstances for three Common
Shares, will expire by their terms at 5:00 p.m. on August 18, 2009.
The new Agreements will become effective immediately after the
expiration of the existing rights.
The discussion above regarding the Rights and the Agreements is
qualified in its entirety by the terms of each Agreement. Each
Agreement and a summary thereof will be filed with the Securities
and Exchange Commission on Form 8-A and will be publicly available
on or about August 18, 2009. In addition, as soon as practicable
after the Record Date, each Fund intends to mail to all
shareholders of record as of the Record Date a copy of the Fund’s
2009 semi-annual report, which will contain additional information
about the Rights and the Agreement.
Paul K. Freeman, the Independent Chair of the Board of each
Fund, stated: “In response to the failure of the liquidation
proposals to receive sufficient votes at recent special meetings of
stockholders and the ongoing efforts of the Horejsi group to take
control of the Funds, the Independent Directors have made a
comprehensive review of the current circumstances and prospects of
each Fund. While we are clearly disappointed with the performance
of the Funds, we also believe that the Horejsi group has
demonstrated a course of dealing with other closed-end funds that
makes it clear that their primary motive is to seek personal
financial gain by taking and operating them in a self-serving
manner. We do not believe that they truly have the best interests
of stockholders at heart, and we will continue to oppose their
efforts to achieve control. Thus, we have taken steps to limit
their ability to control the outcome of stockholder votes at the
upcoming annual meetings.”
“At the same time, we have taken actions to position the Funds
to operate more efficiently in light of current circumstances and
are encouraged by recent improvement in the performance of the
Funds. We are mindful that many stockholders supported the recent
liquidation proposals. In light of the significant discounts that
continue to be reflected in the trading price of each Fund's
shares, we examined various ways of providing stockholders with
liquidity opportunities at net asset value or close to net asset
value. We concluded that the most cost-effective way of doing this
would simply be to give stockholders another chance to vote on
liquidation at the upcoming annual meetings.”
“If the liquidation proposals again fail to achieve the
necessary vote, the Board intends to consider making a significant
tender offer in early 2010 to give at least some stockholders the
opportunity to exit the Fund at a price close to net asset value.
We will, of course, have to evaluate the circumstances at the time
before coming to a definitive decision in this regard.”
“For further details regarding the factors considered by the
Board in connection with these measures, I invite stockholders to
read my letter included with the Funds' semi-annual reports, which
will be mailed in the coming weeks.”
IMPORTANT INFORMATION
Investments in funds involve risk. The fund involves
additional risks due to its narrow focus. There are special
risks associated with investment in real estate, including credit
risk, interest rate fluctuations and the impact of varied
economic conditions.
Shares of common stock of closed-end funds, unlike open-end
funds, are not continuously offered. There is a one time public
offering and, once issued, shares of common stock of closed-end
funds are traded in the open market generally through a stock
exchange. Common shares of closed-end funds frequently trade at a
discount to net asset value. The price of common shares is
determined by a number of factors, several of which are beyond the
control of the fund. Therefore, the fund cannot predict whether its
common shares will trade at, below, or above net asset
value.
This press release shall not constitute an offer to sell or a
solicitation to buy, nor shall there be any sale of fund securities
in any state or jurisdiction in which such offer or solicitation or
sale would be unlawful prior to registration or qualification under
the laws of such state or jurisdiction.
Certain statements contained in this release may be
forward-looking in nature. These include all statements relating to
plans, expectations, and other statements that are not historical
facts and typically use words like “expect,” “anticipate,”
“believe,” and similar expressions. Such statements represent
management’s current beliefs, based upon information available at
the time the statements are made, with regard to the matters
addressed. All forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, such statements. Management
does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
The following factors, among others, could cause actual
results to differ materially from forward-looking statements: (i)
the ability of the Funds to obtain any required shareholder
approvals; (ii) the need to obtain any necessary regulatory
approvals; (iii) the effects of changes in market and economic
conditions; (iv) other legal and regulatory developments; and (v)
other additional risks and uncertainties.
NOT FDIC/ NCUA INSURED • MAY LOSE VALUE • NO BANK GUARANTEE
NOT A DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
DWS Investments is part of Deutsche Bank’s Asset Management
division and, within the US, represents the retail asset management
activities of Deutsche Bank AG, Deutsche Bank Trust Company
Americas, Deutsche Investment Management Americas Inc. and DWS
Trust Company. (R-13245-1 8/09)
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