As filed with the Securities and Exchange Commission on
December 21, 2007.
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
THE NEW GERMANY FUND,
INC.
(Name of Subject Company
(issuer))
THE NEW GERMANY FUND,
INC.
(Name of Filing Person
(offeror))
COMMON STOCK,
$0.001 PAR VALUE PER SHARE
(Title of Class of
Securities)
644465106
(CUSIP Number of Class of
Securities)
David Goldman
The New Germany Fund, Inc.
c/o Deutsche
Investment Management Americas, Inc.
345 Park Avenue
New York, New York 10154
(212) 454-7190
(Name, Address and Telephone
Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing
Statement)
Copy to:
John T. Bostelman, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$81,160,978(a)
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$2,491.64(b)
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(a) |
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Estimated for purposes of calculating the amount of the filing
fee only. Calculated as the aggregate market value for 4,960,940
Fund Shares in the offer, based on the average of the high
and low prices on December 19, 2007 of $16.36 as reported
on the New York Stock Exchange. |
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(b) |
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Calculated at $30.70 per $1,000,000 of the Transaction Value,
pursuant to
Rule 0-11
of the Securities Exchange Act of 1934, as amended by Fee
Advisory #4 for Fiscal Year 2008, effective December 14,
2007. |
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Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing. |
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Amount Previously Paid: Not applicable
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Filing Party: Not applicable
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Form or Registration No.: Not applicable
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Date Filed: Not applicable
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Check box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
o Check
the appropriate boxes to designate any transactions to which
this statement relates:
o third
party tender offer subject to
Rule 14d-1
þ issuer
tender offer subject to
Rule 13e-4
o going-private
transaction subject to
Rule 13e-3
o amendment
to Schedule 13D under
Rule 13d-2
Check the following box if the filing is a final amendment
reporting the results of the tender
offer. o
Introductory
Statement
This Issuer Tender Offer Statement on Schedule TO relates
to an offer by The New Germany Fund, Inc., a Maryland
corporation (the “Fund”), to repurchase up to
4,960,940 (approximately 20%) of its issued and outstanding
shares of common stock, par value $0.001 per share (the
“Fund Shares”) in exchange for a pro rata
portion of the Fund’s Portfolio Securities (other than
securities that (i) are not publicly traded,
(ii) would need to be registered under the Securities Act
of 1933, as amended, if distributed in the repurchase,
(iii) are issued by entities in countries which restrict or
prohibit the holding of securities by non-nationals other than
through qualified investment vehicles, or whose distribution
would require registration under or otherwise be contrary to
applicable local laws, rules or regulations or (iv) involve
the assumption of contractual obligations or trading
restrictions) upon the terms and subject to the conditions set
forth in the Offer to Repurchase, dated December 21, 2007
(the “Offer to Repurchase”), and in the related Letter
of Transmittal which are filed as exhibits to this
Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being
filed in satisfaction of the reporting requirements of
Rule 13e-4(c)(2)
promulgated under the Securities Exchange Act of 1934, as
amended.
The information set forth in the Offer to Repurchase and the
related Letter of Transmittal is incorporated herein by
reference in answer to Items 1 through 11 of
Schedule TO.
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(a)(1)(i)
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Offer to Repurchase, dated December 21, 2007.
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(a)(1)(ii)
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Form of Letter of Transmittal.
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(a)(1)(iii)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
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(a)(1)(iv)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(v)
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Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(2)
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None.
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(a)(3)
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Not Applicable.
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(a)(4)
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Not Applicable.
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(a)(5)
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Press release issued on December 21, 2007 (incorporated herein
by reference to the Schedule TO-C filed by The New Germany Fund,
Inc. on December 21, 2007).
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(b)
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None.
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(d)
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None.
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(g)
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None.
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(h)
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None.
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Item 13.
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Information
Required by
Schedule 13E-3
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Not Applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
THE NEW GERMANY FUND, INC.
Name: David Goldman
Title: Secretary
Dated: December 21, 2007