SunAmerica Focused Alpha Growth Fund, Inc. (NYSE: FGF) and
SunAmerica Focused Alpha Large-Cap Fund, Inc. (NYSE: FGI) (each a
“Fund” and together, the “Funds”) announced today that the
shareholders of each Fund approved a proposal to reorganize the
Fund into an open-end mutual fund (each a “Reorganization” and
together, the “Reorganizations”). FGF will reorganize into the
SunAmerica Focused Alpha Growth Fund and FGI will reorganize into
the SunAmerica Focused Alpha Large-Cap Fund, each of which is a
newly established series of SunAmerica Specialty Series (each
referred to as an “Acquiring Fund”).
The closing of each Reorganization is anticipated to occur on or
about January 23, 2012 (the “Closing Date”). As of the Closing
Date, all of a Fund’s assets and liabilities will be transferred to
the respective Acquiring Fund in exchange for Class A shares of the
Acquiring Fund, and shareholders of FGF and FGI will become Class A
shareholders of the corresponding Acquiring Fund. The Class A
shares received by a shareholder of the Funds in connection with
the Reorganizations will have an aggregate net asset value equal to
the aggregate net asset value of the Fund shares owned by the
shareholder immediately prior to a Reorganization. FGF and FGI will
each then dissolve following the closing of the
Reorganizations.
Approximately one week before the Closing Date, on or about
January 17, 2012, each Fund’s shares will cease trading on the New
York Stock Exchange in order to allow time to transfer shareholder
information to the corresponding Acquiring Fund and its transfer
agent. During this time period, shareholders of each Fund will not
be able to sell their common stock and their investment will
temporarily be illiquid. After the closing of each Reorganization,
however, such shareholders may redeem Class A shares of an
Acquiring Fund received in a Reorganization at net asset value,
subject to a 1.00% redemption fee on such shares redeemed within 90
days following the Closing Date of a Reorganization.
The combined prospectus/proxy statement relating to the
Reorganizations (“Combined Prospectus/Proxy Statement”) contains
important information relating to the Reorganizations and
shareholders are urged to read it. Investors may obtain free copies
of the Combined Prospectus/Proxy Statement and other documents
filed with the Securities and Exchange Commission (“SEC”) at the
SEC’s web site at www.sec.gov.
A registration statement (“Registration Statement”) relating to
each Acquiring Fund’s Class A, Class C and Class W shares has been
filed with the SEC and is effective; however, each Acquiring Fund
has not yet commenced a continuous offering of its shares.
Following the closing of the Reorganizations, each Acquiring Fund
intends to commence a continuous offering of its shares. Other than
in a Reorganization, an Acquiring Fund does not intend to offer and
sell its shares prior to the commencement of a continuous
offering.
This press release, the Combined Prospectus/Proxy Statement and
the Registration Statement do not constitute an offer to sell
securities, nor do they constitute a solicitation of an offer to
buy securities, in any state where such offer or sale is not
permitted.
SunAmerica Asset Management Corp. (“SunAmerica”) serves as the
investment adviser to the Funds and the Acquiring Funds. As of
November 30, 2011, SunAmerica managed and/or administered
approximately $42.0 billion of assets.
SunAmerica Focused Alpha Growth Fund, Inc. is a non-diversified,
closed-end management investment company. The Fund’s investment
objective is to provide growth of capital. The Fund seeks to pursue
this objective by employing a concentrated stock-picking strategy
in which the Fund, through subadvisers selected by SunAmerica,
actively invests primarily in a small number of equity securities
(i.e., common stocks) and to a lesser extent equity-related
securities (i.e., preferred stocks, convertible securities,
warrants and rights) of companies primarily in the U.S. markets.
Marsico Capital Management, LLC (“Marsico”) is the large-cap stock
subadviser and BAMCO, Inc. (“BAMCO”) is the small- and mid-cap
stock subadviser, and each will continue as subadviser of the
combined fund following the Reorganization.
SunAmerica Focused Alpha Large-Cap Fund, Inc. is a
non-diversified, closed-end management investment company. The
Fund’s investment objective is to provide growth of capital. The
Fund seeks to pursue this objective by employing a concentrated
stock picking strategy in which the Fund, through subadvisers
selected by SunAmerica, actively invests primarily in a small
number of equity securities (i.e., common stocks) and to a lesser
extent equity-related securities (i.e., preferred stocks,
convertible securities, warrants and rights) of large
capitalization companies primarily in the U.S. markets. Marsico is
the large-cap growth stock subadviser and BlackRock Investment
Management, LLC (“BlackRock”) is the large-cap value stock
subadviser, and each will continue as subadviser of the combined
fund following the Reorganization.
Marsico, BAMCO and BlackRock are not affiliated with
SunAmerica.
For more information about the Funds, please visit
www.sunamericafunds.com.
Forward-Looking Statements
This press release, and other statements that SunAmerica or the
Funds may make, may contain certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act,
with respect to the future financial or business performance,
strategies or expectations of SunAmerica or the Funds.
Forward-looking statements are typically identified by words or
phrases such as “trend,” “potential,” opportunity,” “pipeline,”
“believe,” “comfortable,” “expect,” “anticipate,” “current,”
“intention,” “estimate,” “position,” “assume,” “outlook,”
“continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and
similar expressions, or future or conditional verbs such as “will,”
“would,” “should,” “could,” “may” or similar expressions.
SunAmerica cautions that forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are
made, and neither SunAmerica nor any of the Funds assumes a duty to
or undertakes to update forward-looking statements. Actual results
could differ materially from those anticipated in forward-looking
statements and future results could differ materially from
historical performance.
The following factors, among others, could cause actual events
to differ materially from forward-looking statements or historical
performance: (1) the introduction, withdrawal, success and timing
of business initiatives and strategies; (2) changes in political,
economic or industry conditions, the interest rate environment or
financial and capital markets, which could result in changes in the
Funds’ net asset value; (3) the impact of increased competition;
(4) the impact of future acquisitions or divestitures; (5) the
unfavorable resolution of any legal proceedings; (6) the extent and
timing of any distributions or share repurchases; (7) the impact,
extent and timing of technological changes and the adequacy of
intellectual property protections; (8) the impact of legislative
and regulatory actions and reforms and regulatory, supervisory or
enforcement actions of government agencies relating to the Funds or
SunAmerica; (9) terrorist activities and international hostilities,
which may adversely affect the general economy, domestic and local
financial and capital markets; (10) the ability to attract and
retain highly talented professionals; (11) the impact of changes to
tax legislation; (12) the Funds’ inability to satisfy the requisite
regulatory requirements or closing conditions; and (13) the Funds’
inability to complete the Reorganizations in a timely manner.
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