The Greater China Fund, Inc. (NYSE: GCH) Announces Commencement of
Tender Offer
NEW YORK, Jan. 8, 2013 /PRNewswire/ -- The Greater
China Fund, Inc. (NYSE: GCH) (the "Fund") announced today the
commencement of an issuer tender offer by the Fund to acquire in
exchange for cash up to 70% of the Fund's issued and outstanding
shares at a price per share equal to 99% of the Fund's net asset
value per share as determined by the Fund on the next business day
following the expiration date of the tender offer (the "Tender
Offer").
The Tender Offer is being made on the terms and subject to the
conditions set forth in the Fund's Offer to Repurchase, dated
January 8, 2013, and related Letter
of Transmittal, as such documents may be amended or supplemented
prior to the expiration date for the Tender Offer. The tender offer
will terminate at 11:59 p.m. Eastern
Time on February 6, 2013,
unless amended, extended or terminated. If more than 70% , but less
than 75%, of the Fund's outstanding shares are tendered in the
offer and not withdrawn, and the Fund purchases shares in
accordance with the terms of the offer, it will purchase shares
from tendering shareholders on a pro rata basis.
The Tender Offer follows discussions and an agreement with City
of London Investment Management Company Limited ("CLIM"), which is
the largest beneficial owner of the Fund's shares, pursuant to
which the Fund agreed to promptly commence a tender offer following
the approval of Aberdeen as the Fund's investment manager at the
Special Meeting of Stockholders (the "Special Meeting"), held
earlier today. As a result of Aberdeen's approval at the
Special Meeting and pursuant to the agreement between the Fund and
CLIM, CLIM has agreed to tender all of the Fund Shares that it
beneficially owns upon expiration of the Tender Offer, and in the
event that CLIM is able to tender all of the shares it beneficially
owns, CLIM has agreed that it will enter into a "standstill
agreement" with the Fund for one year following the completion of
the Tender Offer. Under the standstill agreement, CLIM would be
permitted to be a passive investor in the Fund and to purchase
shares for investment purposes only. The Fund has further
agreed with CLIM that if 75% or more of the Fund's outstanding
shares have been tendered and not withdrawn in the Tender Offer,
then the Tender Offer will be cancelled, the Fund's Board of
Directors will recommend that the Fund be liquidated and the Fund
will proceed to solicit proxies from stockholders for the
liquidation and dissolution of the Fund immediately thereafter.
This announcement is not a recommendation, an offer to purchase
or a solicitation to sell any securities of the Fund. The Tender
Offer will be made only pursuant to the Offer to Repurchase, a
related Letter of Transmittal and other documents, which have been
filed by the Fund with the Securities and Exchange Commission (the
"SEC") on January 8, 2013 on Schedule
TO. Shareholders of the Fund should read the Fund's Schedule TO,
the Offer to Repurchase and other related exhibits as they contain
important information about the Tender Offer. These and other filed
documents will be available to investors for free both at the
website of the SEC and from the Fund. Shareholders may obtain
further information regarding the Tender Offer from AST Fund
Solutions, LLC, the Fund's Information Agent for the Tender Offer,
by calling toll-free calling (212) 400-2605 between the hours of 9:00 a.m. and 5:00 p.m., Eastern
Time, Monday through Friday (except holidays).
Further information about the Tender Offer will be announced via
future press releases. The Tender Offer will be made and
stockholders will be notified in accordance with the requirements
of the Securities Exchange Act of 1934, as amended, and the
Investment Company Act of 1940, as amended, either by publication
or mailing or both.
Closed-end funds, unlike open-end funds, are not continuously
offered. There is a one-time public offering and once issued,
shares of closed-end funds are sold in the open market through a
share exchange. Shares of closed-end funds frequently trade at a
discount to the net asset value. The price of a fund's shares is
determined by a number of factors, several of which are beyond the
control of the fund. Therefore, a fund cannot predict whether its
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 the Fund's
shares 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.
SOURCE The Greater China Fund, Inc.