Korea Fund Inc SC TO-I/A, filed Sep 19, 2024
Korea Fund Inc (KF)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2024
--------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
THE KOREA FUND, INC.
(Name of Subject Company)
THE KOREA FUND, INC.
(Name of Filing Person (Issuer))
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
500634209
(CUSIP Number of Class of Securities)
c/o Carmine Lekstutis
JPMorgan
4 New York Plaza
New York, NY 10004
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
------------------------
Copies to:
David C. Sullivan, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
------------------------
[_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. [X]
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2024 by The Korea Fund, Inc., a non-diversified, closed-end management investment company organized as a Maryland Corporation (the “Fund”), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Fund’s offer to purchase for cash up to 604,144 shares of the Fund’s issued and outstanding common shares of beneficial interest, par value $0.01 per share, upon the terms and subject to conditions contained in the Offer to Purchase dated August 16, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”, which together with the Offer to Purchase and any amendments or supplements to either or both, constitute the “Offer”), at a purchase price equal to 98.5% of the Fund’s net asset value per share (“NAV”) determined as of September 16, 2024 at the close of ordinary trading on the New York Stock Exchange.
This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.
ITEM 1 THROUGH ITEM 9 AND ITEM 11.
The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 1 in answer to Items 1 through 9 and Item 11 of the Schedule TO.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
Item 12(a) of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(iv) Press Release dated September 19, 2024 is filed herewith.
ITEM 12(c). FILING FEES.
Filing Fee exhibit is filed herewith.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| THE KOREA FUND, INC. |
| /s/ Simon J. Crinage |
| Simon J. Crinage |
| President and Chief Executive Officer |
September 19, 2024
EXHIBIT INDEX
| EXHIBIT | DESCRIPTION | |
| (a)(1)(i) |
Letter to Shareholders from the Chairman of the Board of Directors of the Fund and Offer to Purchase. (1) | |
| (a)(1)(ii) |
Letter of Transmittal. (1) | |
| (a)(1)(iii) |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1) | |
| (a)(1)(iv) |
Letter to Clients and Client Instruction Form. (1) | |
| (a)(1)(v) |
Notice of Guaranteed Delivery. (1) | |
| (a)(1)(vi) |
Notice of Withdrawal. (1) | |
| (a)(5)(i) |
Press Release dated July 10, 2024. (1) | |
| (a)(5)(ii) |
Press Release dated August 16, 2024. (1) | |
| (a)(5)(iii) |
Press Release dated September 17, 2024. (1) | |
| (a)(5)(iv) |
Press Release dated September 19, 2024. (2) | |
| 107 |
||
(1) Incorporated by reference to the Fund’s Schedule TO, as filed with the Securities and Exchange Commission on September 17, 2024.
(2) Filed herewith.
Exhibit (a)(5)(iv)
The Korea Fund, Inc. Announces Final Results of Tender Offer
NEW YORK, September 19, 2024 – The Board of Directors (the “Board”) of The Korea Fund, Inc. (the “Fund”) (NYSE: KF) today announced the final results of its tender offer.
As previously announced, the Fund conducted a tender offer to purchase for cash up to 12.5% of its issued and outstanding common stock, at a price equal to 98.5% of its net asset value (“NAV”) per share determined on the expiration date. The Fund’s tender offer, which expired at 5:00 p.m. New York City time, on Monday, September 16, 2024, was oversubscribed.
Since the Fund’s tender offer was oversubscribed, the Fund will purchase 12.5% of its respective outstanding common shares on a pro-rata basis based on the number of shares properly tendered (Pro-Ration Factor). The final results of the tender offer are provided in the table below.
| Number of Shares Tendered |
Number of Tendered Shares to be Purchased |
Pro- Ration Factor |
Purchase Price (98.5% of NAV on Expiration Date) |
Number of Outstanding Shares after Tender Offer | ||||
| 3,196,339 | 604,144 | 18.901% | $ 26.42 | 4,229,009 |
The Fund will purchase the common shares that it has accepted for payment as promptly as possible. Stockholders may obtain further information regarding the Tender Offer from EQ Fund Solutions, the Fund’s Information Agent for the Tender Offer, at (877) 361-7964.
*********
The Korea Fund, Inc. is a non-diversified, closed-end investment company. The Fund seeks long-term capital appreciation through investing primarily in equity securities trading on the Korean stock exchanges. Its shares are listed on the New York Stock Exchange under the symbol “KF.”
JPMorgan Asset Management (Asia Pacific) Ltd is the Fund’s Investment Adviser. Investment in closed-end funds involves risks. Additional risks are associated with international investing, such as currency fluctuation, government regulations, economic changes and differences in liquidity, which may increase the volatility of an investment in the Fund. Foreign securities markets generally exhibit greater price volatility and are less liquid than the U.S. market. Additionally, this Fund focuses its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region. All of these factors potentially subject the Fund’s shares to greater price volatility. The NAV of the Fund will fluctuate with the value of the underlying securities. Closed-end funds trade on their market value, not NAV, and closed-end funds often trade at a discount to their NAV.
The Fund’s daily New York Stock Exchange closing market price and NAV, as well as other information, including updated portfolio statistics and performance are available at www.thekoreafund.com or by calling the Fund’s stockholder servicing agent at (866) 706 0510.
Statements made in this release that look forward in time involve risks and uncertainties and are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in the Fund’s performance, a general downturn in the economy, competition from other companies, changes in government policy or regulation, inability to attract or retain key employees, inability to implement its operating strategy and/or
acquisition strategy, and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.
This announcement is not an offer to purchase or the solicitation of an offer to sell shares of the Fund or a prospectus, circular or representation intended for use in the purchase or sale of Fund shares.
Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal.
Contacts
Julian Reid (Chairman of the Board): +44 7768 068 200
Stockholder Servicing Agent: 866 706 0510
The Korea Fund, Inc. www.thekoreafund.com