Saba Capital Files Lawsuit Against ASA Gold and Precious Metals and its Board of Directors Over Unlawful Shareholder Rights Plan
31 Gennaio 2024 - 6:20PM
Business Wire
ASA’s Adoption of a Discriminatory “Poison
Pill” Harms Shareholders and Represents a Violation of the
Investment Company Act of 1940
Saba Intends to Hold ASA and its Directors –
Mary Joan Hoene, Bruce Hansen, William
Donovan, Axel Merk and
Anthony Artabane – Accountable for
Their Punitive, Anti-Shareholder Behavior
Saba Capital Management, L.P. (“Saba” or “we”), which manages
certain investment funds that together beneficially own 16.9% of
the outstanding shares of ASA Gold and Precious Metals Limited
(“ASA” or the “Company”) (NYSE: ASA), today announced that it has
filed a lawsuit in the United States District Court for the
Southern District of New York (the “Court”) against ASA and each
member of its Board of Directors (Mary
Joan Hoene, Bruce
Hansen, William
Donovan, Axel Merk
and Anthony Artabane) regarding
their decision to adopt a so-called shareholder rights plan that
violates the Investment Company Act of 1940 (the “’40 Act”).
Saba is seeking to invalidate the Company’s discriminatory and
unlawful shareholder rights plan, which is also known as a poison
pill. The litigation follows similar lawsuits that Saba has
recently brought and won against BlackRock, Eaton Vance and Nuveen
over the use of control share provisions that were found to violate
the ’40 Act.
Michael D’Angelo, Partner and General Counsel of Saba,
commented:
“By adopting a poison pill that so clearly disregards the ’40
Act, ASA and its Board of Directors have made it clear that their
top priorities are entrenchment and fees – not complying with the
law and respecting shareholders’ rights. ASA designed the poison
pill in a sly and self-serving manner to guarantee that all
shareholders will have the potential to suffer greatly, not just
Saba. If the poison pill is executed, there will inevitably be
massive casualties across the Company’s shareholder base.
Shareholders will not only face severe dilution, but ASA has also
ensured that the poison pill will create significant economic harm
for those shareholders who do not have the financial means to
participate in the rights plans.
Specific to Saba, the poison pill targets our right to acquire
additional shares in proportion to our holdings of the Company’s
common stock – a right that is available to all other shareholders
and that we are legally entitled to. This is precisely the type of
anti-shareholder behavior and punitive discrimination that the ’40
Act was designed to prevent and which regulators focused on
investor protection vehemently oppose.
Shareholders of ASA, or any product managed by its advisor Merk
Investments, need to be on high alert. If ASA, its Board, and Axel
Merk are willing to break federal law to avoid being held
accountable for the Company’s severe long-term underperformance and
persistent trading price discount to net asset value, what will
they do next? If ASA’s directors truly cared about creating value
for shareholders, they would proactively rescind the poison pill
and transition their positions to qualified fiduciaries.”
About Saba Capital
Saba Capital Management, L.P. is a global alternative asset
management firm that seeks to deliver superior risk-adjusted
returns for a diverse group of clients. Founded in 2009 by Boaz
Weinstein, Saba is a pioneer of credit relative value strategies
and capital structure arbitrage. Saba is headquartered in New York
City. Learn more at www.sabacapital.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20240131810777/en/
Longacre Square Partners Greg Marose / Kate Sylvester,
646-386-0091 gmarose@longacresquare.com /
ksylvester@longacresquare.com
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