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Japan Smaller Capitalization Fund, Inc. (the “Fund”) (NYSE: JOF) said its Board of Directors has approved a cash tender offer to purchase up to 10% of the Fund’s outstanding shares. The tender offer is being conducted pursuant to the Fund’s previously announced Conditional Tender Offer (the “CTO”).
The Fund said the conditions of the CTO were satisfied after the average trading discount of the Fund’s shares exceeded 9% during the period from July 1, 2025 through March 31, 2026 (the “Measurement Period”). The Fund reported an average trading discount of 10.5% over the Measurement Period.
Following a Board meeting scheduled for late May 2026, the Fund expects to announce additional information regarding the tender offer, including the anticipated commencement date and other material terms and conditions, as appropriate.
The Fund noted that the tender offer described in the press release has not yet commenced. The release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any shares of the Fund. Any tender offer will be made only pursuant to offer materials, including an Offer to Purchase and related documents, filed with the SEC under Schedule TO and disseminated to stockholders.
The Fund invests primarily in the securities of smaller capitalization companies in Japan and is designed for investors seeking long-term capital appreciation. The Fund’s manager is NAM‑U.S.A., based in New York. NAM‑U.S.A. is a subsidiary of Nomura Asset Management Co., Ltd., which serves as the investment adviser to the Fund.
The Fund said certain information in the release may constitute forward-looking statements under U.S. federal securities laws. It cautioned that actual results may differ materially due to risks, uncertainties, and other factors, including market conditions and the timing and terms of any tender offer.
Contact: Maria Premole, 1-800-833-0018, JOFInvestorRelations@nomura-asset.com
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