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EXHIBIT 99.(a)(1)(vii)
This announcement is not an offer to purchase nor a solicitation of an offer to
sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase dated November 10, 2000 and the related Letter of
Transmittal, which are being mailed to stockholders. The Offer is not being
made to (nor will tenders be accepted from or on behalf of) holders of Shares in
any jurisdiction in which making or accepting the Offer would violate that
jurisdiction's laws. In any jurisdiction in which the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Fund (as defined below) by one
or more registered brokers or dealers licensed under that jurisdiction's laws.
Notice of Offer to Purchase for Cash
by
THE ASIA PACIFIC FUND, INC.
up to 2,731,280 of Its Issued and Outstanding Shares of Common Stock
at 90% of the Net Asset Value Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 11, 2000, UNLESS THE OFFER IS EXTENDED.
The Asia Pacific Fund, Inc., a Maryland corporation (the "Fund"), is
offering to all stockholders of the Fund to purchase for cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
10, 2000 and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"),
2,731,280 of its issued and outstanding shares of Common Stock, par value $0.01
per share ("Shares"). The purchase price will be equal to 90% of the net asset
value ("NAV") per Share determined as of the close of regular trading on the New
York Stock Exchange (the "NYSE") on December 11, 2000, or such later date to
which the Offer is extended. The Offer will expire by 5:00 P.M., New York City
time on December 11, 2000, or such later date to which the Offer is extended
("Termination Date"). An extension would be communicated by issuance of a press
release issued no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled termination date. The NAV as of the close of
regular trading on the NYSE on November 3, 2000 was $11.46 per Share. The
purpose of the Offer and the related tender offer program described in the Offer
to Purchase is to attempt to reduce the market discount at which the Shares have
been trading. To benefit stockholders who choose not to tender, the Board
determined to conduct the tender offer at a price equal to 90% of the Fund's NAV
as of the close of regular trading on the NYSE on the Termination Date.
NONE OF THE FUND, ITS BOARD OF DIRECTORS NOR THE FUND'S INVESTMENT MANAGER
IS MAKING ANY RECOMMENDATION TO TENDER OR NOT TENDER SHARES IN THE OFFER. EACH
STOCKHOLDER MUST MAKE SUCH STOCKHOLDER'S OWN DECISION WHETHER TO TENDER.
If more than 2,731,280 Shares are duly tendered prior to the Termination
Date (and not timely withdrawn), unless the Fund determines not to purchase any
Shares, the Fund will purchase 2,731,280 Shares on a pro rata basis
(disregarding fractions) in accordance with the number of Shares duly tendered
by or on behalf of each stockholder during the period the Offer is open (and not
timely withdrawn); however, the Fund will accept all Shares tendered by any
stockholder who owns beneficially or of record no more than 99 Shares and who
duly tenders all such Shares. The Fund does not contemplate extending the Offer
and increasing the number of Shares covered thereby by reason of more than
2,731,280 Shares having been tendered. In accordance with the terms of the
Offer, the Fund will, as soon as reasonably practicable after the Termination
Date, accept for payment and pay for Shares validly tendered (and not properly
withdrawn) on or before the Termination Date. For purposes of the Offer, the
Fund will be deemed to have accepted for payment Shares validly tendered and not
withdrawn as, if and when the Fund gives oral or written notice to the
Depositary of its acceptance for payment of such Shares pursuant to the Offer.
The Fund will deposit the aggregate purchase price with the Depositary, which
will make payment to
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stockholders in accordance with the Offer. The sale of Shares pursuant to the
Offer will be a taxable transaction for stockholders for U.S. federal income tax
purposes and may also be a taxable transaction under applicable state, local and
foreign tax laws. If a stockholder does not tender his or her shares, such
stockholder's percentage ownership interest in the Fund will increase after the
completion of the Offer.
As the Fund will likely be required to sell portfolio securities to finance
the Offer, the Fund may recognize capital gains, which the Fund may distribute
to stockholders subsequent to the end of the Fund's fiscal year ending March 31,
2001. Any substantial sales of the Fund's portfolio securities could cause
market prices of such securities to decline, and hence, the Fund's NAV per Share
would decline. Stockholders should note, however, that the Offer may result in
accretion to the Fund's NAV per Share following the Offer, due to the fact that
the purchase price represents a 10% discount to the Fund's NAV per Share. The
potential accretion to the Fund's NAV per Share may offset in whole or in part
any decline in the Fund's NAV per Share discussed above. As a result of reduced
asset size due to the Fund's repurchases pursuant to the Offer, and interest
expense associated with any borrowings made to finance the Offer, the Fund's
expense ratio would increase.
Stockholders may tender Shares registered in their names only by completing
and signing a Letter of Transmittal, together with any required signature
guarantees, and submitting it and any other documents required by the Letter of
Transmittal in proper form to the Depositary at the appropriate address set
forth in the Offer by the Termination Date. Stockholders whose Shares are held
by a broker, dealer, commercial bank, trust company or other nominee (e.g., in
- -
"street name"), should contact such firm if they desire to tender their Shares.
Shares tendered pursuant to the Offer may be withdrawn by written, telegraphic
or facsimile notice received by the Depositary at the appropriate address at any
time prior to the Termination Date. The notice is to specify the name of the
stockholder who tendered the Shares, the number of Shares being withdrawn, the
names in which the Shares to be withdrawn are registered, the serial number of
any certificates pertaining to the Shares and the name and account number of the
Book-Entry Facility to be credited with the withdrawn Shares that were
previously tendered to such Book-Entry Facility.
The information required to be disclosed by paragraph (d) (1) of Rule 13e-4
under the Securities Exchange Act of 1934, as amended, is contained in the Offer
to Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE AND THE RELATED LETTER OF
TRANSMITTAL ARE EXPECTED TO BE MAILED TO STOCKHOLDERS OF RECORD ON OR ABOUT
NOVEMBER 10, 2000, TOGETHER WITH THE FUND'S SEMI-ANNUAL REPORT TO STOCKHOLDERS
FOR THE PERIOD ENDED SEPTEMBER 30, 2000.
Requests for additional copies of the Offer to Purchase, the related Letter
of Transmittal and any other tender offer documents should be directed to the
Information Agent at the Information Agent's address or telephone number below
between the hours of 9:00 a.m. and 5:00 p.m., New York City time, Monday through
Friday (except holidays). Copies of these documents will be furnished promptly
to stockholders upon request at no expense to them. Stockholders who do not own
Shares directly may also obtain such documents from the broker, dealer,
commercial bank, trust company or other nominee that holds their Shares.
Questions and requests for assistance and for current NAV quotations may also be
directed to the Information Agent.
Information Agent:
SHAREHOLDER COMMUNICATIONS CORPORATION
A Division of Georgeson Shareholder Communications Inc.
17 State Street
New York, NY 10004
Telephone Number: (800) 223-2064
November 10, 2000
