Form 425 - Prospectuses and communications, business combinations
October 24 2023 - 6:17AM
Edgar (US Regulatory)
Filed by abrdn Global Infrastructure Income Fund
abrdn Income Credit Strategies Fund
abrdn Total Dynamic Dividend Fund
pursuant to Rule 425 under the Securities
Act of 1933, as amended, and deemed
filed pursuant to Rule 14a-12 of the Securities
Exchange Act of 1934, as amended
(the “Exchange Act”)
Subject Companies:
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund
File No. 811-21496
First Trust High Income Long/Short Fund
File No. 811-22442
First Trust/abrdn Global Opportunity Income Fund
File No. 811-21636
First Trust Specialty Finance and Financial Opportunities
Fund
File No. 811-22039
![](https://www.sec.gov/Archives/edgar/data/1392994/000110465923110929/tm2328965d1_prl10-24i01.jpg)
Press Release
FOR IMMEDIATE RELEASE
For More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN’S U.S. CLOSED-END FUNDS ANNOUNCE
PROPOSED ACQUISITION OF ASSETS OF FOUR FIRST TRUST ADVISED CLOSED-END FUNDS
(Philadelphia, October 23, 2023) - The Board of Trustees of
each of the Acquiring Funds, listed below, announces the proposed reorganization of several closed-end investment companies advised by
First Trust Advisors, L.P. into the respective Acquiring Funds (“Reorganizations”). The proposed Reorganizations are subject
to the receipt of necessary shareholder approvals:
Acquired Fund |
Acquiring Fund |
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (“MFD”) |
abrdn Global Infrastructure Income Fund (“ASGI”) |
First Trust High Income Long/Short Fund (“FSD”) |
abrdn Income Credit Strategies Fund (“ACP”) |
First Trust/abrdn Global Opportunity Income Fund (“FAM”) |
First Trust Specialty Finance and Financial Opportunities Fund (“FGB”) |
abrdn Total Dynamic Dividend Fund (“AOD”) |
The
combination of the merging funds will help ensure the viability of certain Funds , increasing scale, liquidity and
marketability changes that may lead to a tighter discount or a premium to NAV over time. Following
the Reorganizations, shareholders of each Acquiring Fund will experience an increase in the assets under management. There are no
proposed changes to the current objectives or policies of the Acquiring Funds as a result of these Reorganizations. Individually,
each Acquiring Fund Board believes that the Reorganizations are in the best interest of their Fund’s shareholders, recognizing
the strategic objective of creating scale for the benefit of shareholders. Each Reorganization is intended to be treated as a
tax-free reorganization for U.S. federal income tax purposes.
Shareholders of ASGI and AOD are not required to vote on the issuance
of shares in connection with the respective Reorganizations. However, shareholders of ACP will be asked to approve the issuance of shares
at a special shareholder meeting tentatively scheduled for January 19, 2024 (the “Meeting”). The Board of Trustees of
ACP has fixed the close of business on October 23, 2023 as the record date for the determination of shareholders entitled to vote
at the Meeting and at any adjournment of the Meeting. The approval of the special resolution of the shareholders of ACP authorizing the
issuance of new shares will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled
to vote.
It is currently expected that each Reorganization will be completed
in the first quarter of 2024 subject to (i) approval of the Reorganization by the respective Acquired Fund shareholders, (ii) approval
by ACP shareholders of the issuance of shares by ACP, and (iii) the satisfaction of customary closing conditions. No Reorganization
is contingent upon any other Reorganization.
Additional information regarding the Reorganizations will be presented
in a prospectus/proxy statement to be sent to each Acquired Fund’s shareholders and a proxy statement sent to ACP’s shareholders
(together, the “Proxy Statements”). As noted above, ACP shareholders will be asked to approve the issuance of additional shares
in connection with the respective Reorganization. Shareholders of each Acquired Fund will be asked to vote on the Reorganization of their
fund into the respective Acquiring Fund at a special meeting currently targeted for February 2024.
The Proxy Statements have yet to be filed with the US Securities and
Exchange Commission (the “SEC”). After the Proxy Statements are filed with the SEC, each may be amended or withdrawn. A prospectus/proxy
statement will not be distributed to shareholders of the Acquired Fund unless and until a Registration Statement comprising of the prospectus/proxy
statement is declared effective by the SEC.
Important Information
In the United States, abrdn is the marketing name for the following
affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, abrdn Asia Limited, abrdn Private Equity (Europe) Limited
and abrdn ETFs Advisors LLC.
The information in this press release is for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
In connection with the proposed combination, the Acquired Funds and
their corresponding Acquiring Funds plan to file with the Securities and Exchange Commission a combined prospectus/proxy statement and
ACP plans to file a proxy statement. When the prospectus/proxy statements or proxy statements, as the case may be, become
available, shareholders are advised to read it because it will contain important information about the proposed transaction
and related matters. The prospectus/proxy statements and proxy statements, when available, will be available for free at the Commission’s
website www.sec.gov.
Closed-end funds are traded on the secondary market through one of
the stock exchanges. The Funds’ investment return and principal value will fluctuate so that an investor’s shares may be worth
more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net asset value
(NAV) of the fund’s portfolio. There is no assurance that the Fund will achieve its investment objective. Past performance does
not guarantee future results.
If you wish to receive
this information electronically, please contact Investor.Relations@abrdn.com
https://www.abrdn.com/en-us/cefinvestorcenter
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PRESS RELEASE |
SOURCE: First Trust Advisors L.P. |
First
Trust Advisors Announces Proposed Reorganization of Four First Trust Advised Closed-End Funds into Three abrdn Advised
Closed-End Funds
WHEATON, IL
– (BUSINESS WIRE) – October 23, 2023 – First Trust Advisors L.P. (“FTA”) announced today that
the Board of Trustees of each of the Acquired Funds, listed below, approved the proposed reorganization of the Acquired Fund into the
respective Acquiring Fund (the “Reorganizations”).
Acquired
Fund |
Acquiring
Fund |
Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund (“MFD”) |
abrdn
Global Infrastructure Income Fund (“ASGI”) |
First
Trust High Income Long/Short Fund (“FSD”) |
abrdn
Income Credit Strategies Fund (“ACP”) |
First
Trust/abrdn Global Opportunity Income Fund (“FAM”) |
First
Trust Specialty Finance and Financial Opportunities Fund (“FGB”) |
abrdn
Total Dynamic Dividend Fund (“AOD”) |
Following the
Reorganizations, shareholders of each Acquired Fund will receive shares of the respective Acquiring Fund with an aggregate net asset
value equal to the aggregate net asset value of the Acquired Fund shares held by them. Each Acquired Fund Board believes that the
applicable Reorganization is in the best interest of the Acquired Fund. Each Reorganization is intended to be treated as a tax-free
reorganization for U.S. federal income tax purposes.
Shareholders of each Acquired
Fund will be asked to approve the applicable Reorganization at a special meeting of such Acquired Fund’s shareholders, currently
targeted for February 2024 (each a “Meeting”). The Board of Trustees of each Acquired Fund has fixed the close of business
on October 23, 2023 as the record date for the determination of shareholders entitled to vote at each Meeting and at any adjournment
of a Meeting.
It is currently expected
that each Reorganization will be completed in the first quarter of 2024 subject to (i) approval of the Reorganization by the respective
Acquired Fund shareholders, (ii) for the FSD and FAM Reorganizations, approval by ACP shareholders of the issuance of shares by
ACP, and (iii) the satisfaction of customary closing conditions. Each Reorganization is a separate transaction, and no Reorganization
is contingent upon any other Reorganization.
Additional information regarding
the Reorganizations will be presented in a proxy statement/prospectus to be sent to each Acquired Fund’s shareholders (each, a
“Proxy Statement/Prospectus”). As noted above, shareholders of each Acquired Fund will be asked to vote on the Reorganization
of their Fund into the respective Acquiring Fund.
Registration Statements containing
each Proxy Statement/Prospectus have yet to be filed with the U.S. Securities and Exchange Commission (the “SEC”). After
the Registration Statements are filed with the SEC, each may be amended or withdrawn. A Proxy Statement/Prospectus will not be distributed
to shareholders of an Acquired Fund unless and until a Registration Statement containing the Proxy Statement/Prospectus is declared effective
by the SEC.
Important Information
FTA is a federally registered
investment advisor and serves as the investment advisor of each Acquired Fund. FTA and its affiliate First Trust Portfolios L.P. (“FTP”),
a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets
under management or supervision of approximately $195 billion as of September 30, 2023 through unit investment trusts, exchange-traded
funds, closed-end funds, mutual funds and separate managed accounts. FTA is the supervisor of the First Trust unit investment trusts,
while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based
in Wheaton, Illinois.
In the United States, abrdn
is the marketing name for the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, abrdn Asia
Limited, abrdn Private Equity (Europe) Limited and abrdn ETFs Advisors LLC.
The information in this press
release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the
proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended. However, the Funds, FTA, abrdn and certain of their respective directors/trustees, officers and
affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies from shareholders in connection
with the proposed Reorganizations discussed herein. Information about the directors/trustees and officers of the Funds may be found in
their respective annual reports previously filed with the SEC.
In connection with the proposed
Reorganizations, the Funds plan to file with the SEC one or more Proxy Statement/Prospectuses, and ACP plans to file a proxy statement. When the Proxy
Statement/Prospectuses or proxy statements, as the case may be, become available, shareholders are advised to read these materials because
they will contain important information about the proposed Reorganizations and related matters. The Proxy Statement/Prospectuses
and proxy statements, when available, will be available for free at the SEC’s website www.sec.gov.
Closed-end funds are traded
on the secondary market through one of the stock exchanges. The Funds’ investment return and principal value will fluctuate so
that an investor’s shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium)
or below (a discount) the net asset value (NAV) of the fund’s portfolio. There is no assurance that any Fund will achieve its investment
objective(s). Past performance does not guarantee future results.
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CONTACT: Dan Lindquist – (630) 517-8692 |
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CONTACT: Chris Fallow – (630) 517-7628 |
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CONTACT: Jim Dykas – (630) 517-7665 |
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SOURCE: First Trust Advisors L.P. |
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