Reports announcement by Norinvest Holdings of potential combination with the Hottinger Group
New York, New York - November 23, 2011
The Swiss Helvetia Fund, Inc. (NYSE: SWZ) (the "Fund"), reported that Norinvest Holding SA, a publicly-traded Swiss company, has announced a proposed transaction involving its wholly-owned subsidiary, Banque Cramer & Cie SA, a Swiss private bank, and certain companies in the Hottinger Group, including Hottinger & Cie SA, a Swiss private bank and a parent company of Hottinger Capital Corp. ("HCC"), the Fund's investment adviser. Norinvest's public announcement (French version only) is available on Norinvest's website at www.norinvest.ch. The following is a summary translation of Norinvest's public announcement:
A letter of intent has been entered into between the Hottinger and Norinvest Groups outlining a proposed transaction to combine Banque Cramer & Cie SA with Hottinger & Cie SA and certain of their subsidiaries. The proposed transaction is expected to create a combined Swiss private bank with equity in excess of eighty million Swiss francs, that will administer, on a consolidated basis, deposits in excess of five billion Swiss francs. The proposed transaction is subject to the approval of the Swiss Financial Market Supervisory Authority (FINMA), as well as additional due diligence by all parties involved. Assuming the necessary approvals are obtained, the parties anticipate entering into a final binding agreement in early 2012, with the closing of the proposed transaction to occur on or before June 30, 2012.
The Fund's Board of Directors (the "Board") has been informed by the Hottinger Group that the letter of intent includes certain representations about the stability and capitalization of HCC and the personnel at HCC responsible for providing advisory services to the Fund; namely, that (i) HCC will be maintained as a separate corporate entity, in good standing and organized as a corporation under the laws of the State of Delaware; (ii) the parties will take all reasonable steps necessary to ensure that the personnel currently responsible for providing investment advisory services to the Fund continue to provide such services to the Fund prior to the closing of any transaction and for at least twenty-four months thereafter; and (iii) the parties will take all reasonable steps necessary to ensure that HCC has sufficient capital and access to resources to permit HCC to continue to conduct its operations prior to the closing of any transaction and for at least twenty-four months thereafter, (a) in a manner consistent with its obligations under the Investment Advisers Act of 1940, as amended, and its investment advisory agreement with the Fund and (b) without a diminution in the nature, extent and quality of the services provided by HCC to the Fund.
The Board has requested additional information about the proposed transaction, including potential changes to the ownership and management structure of Hottinger & Cie SA, and will evaluate the potential effect of any such changes and any such transaction on the status of the Fund's investment advisory agreement with HCC.
About The Swiss Helvetia Fund, Inc.
The Fund is managed by Hottinger Capital Corp. For more information on the Fund, including the most recent month-end performance, visit www.swz.com or contact Rudolf Millisits, President of Hottinger Capital Corp., at 1-888-SWISS-00 (1-888-794-7700) or 1-212-332-2760.
The Swiss Helvetia Fund, Inc. is a non-diversified, closed-end investment company seeking long-term capital appreciation through investment in equity and equity-linked securities of Swiss companies. The Fund also may acquire and hold equity and equity-linked securities of non-Swiss companies in limited circumstances. The Fund seeks to achieve its investment objective by investing generally in Swiss equity and equity-linked securities that are traded on a Swiss stock exchange, traded at the pre-bourse level of one or more Swiss stock exchanges, traded through a market maker or traded over the counter in Switzerland. Equity and equity-linked securities include registered shares, bearer shares, participation and dividend certificates, convertible bonds and bonds with warrants attached and unattached warrants. The Fund also may invest in Swiss equity and equity-linked securities of Swiss companies that are traded on other major European stock exchanges.
This press release contains forward-looking statements that are subject to risks and uncertainties. There can be no assurance that any representations contained in the letter of intent between the Hottinger and Norinvest Groups will be complied with, nor can there be any assurance that a definitive agreement will be signed or if such an agreement is signed that the transaction will be completed, or that completion of any transaction will not result in an assignment under the Investment Company Act of 1940, as amended, of the Fund's agreement with HCC.
Closed-end funds, unlike open-end funds, are not continuously offered. Typically, shares of closed-end funds are sold in the open market through a stock exchange. Shares of closed-end funds frequently trade at a discount to net asset value. The price of a fund's shares is determined by a number of factors, several of which are beyond the control of the fund. Therefore, a fund cannot predict whether its shares will trade at, below or above net asset value.