RMR Hospitality and Real Estate Fund Completes Reorganization with RMR Real Estate Income Fund and Declares Final Dividend
June 22 2009 - 8:00AM
Business Wire
After the close of business on Friday, June 19, 2009, RMR
Hospitality and Real Estate Fund (NYSE Amex: RHR) was reorganized
into RMR Real Estate Income Fund (NYSE Amex: RIF).
On Friday, June 19, 2009, the closing net asset value per share
(�NAV�) of common stock for RHR was $2.99 and for RIF was $17.17.
Since the reorganization was based on the relative NAVs of these
funds, the reorganization conversion ratio resulted in RHR common
shareholders receiving 0.174 shares of RIF common stock for each
share of RHR common stock they previously held. Common shareholders
of RHR may receive fractional shares in connection with the
reorganization.
RMR Real Estate Income Fund trades on the NYSE Amex using the
ticker symbol �RIF�. RIF�s NAV will be reported under the ticker
�XRMRX� until further notice.
As a result of the reorganization, preferred shareholders of RHR
received an equivalent number of shares of a new series of RIF
preferred stock, �Series Th�. The auction date, rate period,
dividend payment date and liquidation preference per share of the
RIF preferred stock, Series Th, received by RHR preferred
shareholders in the reorganization is the same as the RHR preferred
stock, Series Th, that RHR preferred shareholders exchanged in the
reorganization.
The CUSIP numbers of the RIF common stock and preferred stock
are different from the CUSIP numbers of the RHR common stock and
preferred stock, respectively. RIF�s common stock CUSIP number is
74964K609 and RIF�s preferred stock, Series Th, CUSIP number is
74964K500.
As previously announced, common
shareholders of record of RHR will receive the following final cash
distribution consisting of the fund's estimated undistributed
federal investment company taxable income and net capital
gains:
Record Date � � � Pay Date* � � � Amount Per Share June 18, 2009
June 30, 2009 $0.0222
*On or about.
RHR has substantial investments in real estate investment
trusts. Because real estate investment trusts generally classify
distributions to RHR subsequent to the end of each calendar year as
ordinary income, net capital gain or return of capital, it is
expected that some portion of the distribution declared by RHR may
be similarly characterized for tax purposes subsequent to this year
end.
The existing common shares and preferred shares of RHR will be
cancelled and the fund will be dissolved under applicable state law
as soon as practicable.
Also, as previously announced, subject to the satisfaction of
certain conditions set forth in each Agreement and Plan of
Reorganization, the reorganization of each of RMR Preferred
Dividend Fund (NYSE Amex: RDR) and RMR Dividend Capture Fund (NYSE
Amex: RCR) with RIF are currently expected to close after the end
of business on the following dates:
- RCR: Monday, June 22, 2009
- RDR: Tuesday, June 23, 2009
Details of the common share conversions and dividend payment
amounts, if any, will be determined after the end of business on
each of the aforementioned closing dates and will be announced by
press release prior to the beginning of trading on the NYSE Amex on
the first business day following each closing date.
This communication is not intended to, and shall not, constitute
an offer to purchase or sell shares of any of the RMR Funds,
including RIF, the surviving fund in the reorganizations.
Investors and security holders of the funds are urged to read
the Joint Proxy Statement/Prospectus and other documents filed with
the U.S. Securities and Exchange Commission ("SEC") carefully in
its entirety because it contains important information about the
proposed reorganizations. Investors should consider the
investment objectives, risks, charges and expenses of their fund(s)
carefully and consider in its entirety the Joint Proxy
Statement/Prospectus that contains important information regarding
the investment objectives, risks, charges, expenses and other
important information about RIF.
Investors may obtain free copies of the Joint Proxy
Statement/Prospectus and other documents filed with the SEC at the
SEC's web site at www.sec.gov. In addition, free copies of the
Joint Proxy Statement/Prospectus and other documents filed with the
SEC may also be obtained by directing a request to: RMR Advisors,
Inc., 400 Centre Street, Newton, MA, 02458 or by calling: (617)
796-8253.
WARNING REGARDING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE CONTAINS 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 THE PRESENT BELIEFS AND EXPECTATIONS OF
THE FUNDS IDENTIFIED IN THIS PRESS RELEASE. HOWEVER, THESE
FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT
GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS.
FOR EXAMPLE:
- THIS PRESS RELEASE STATES
THAT RCR AND RDR MAY BE REORGANIZED WITH RIF. IN FACT, THESE
REORGANIZATIONS MAY NOT OCCUR FOR VARIOUS REASONS INCLUDING: (I)
BECAUSE OF CHANGED CIRCUMSTANCES, THE FUNDS' BOARDS, OR CERTAIN OF
THEM, MAY DECIDE NOT TO PROCEED WITH THESE REORGANIZATIONS; OR (II)
THE CONDITIONS SET FORTH IN EACH AGREEMENT AND PLAN OF
REORGANIZATION AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS
MAY NOT BE MET.
FOR THESE AND OTHER REASONS INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS
RELEASE.
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