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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Contacts
Longacre Square Partners
Greg Marose / Kate Sylvester, 646-386-0091
gmarose@longacresquare.com / ksylvester@longacresquare.com
