First Trust Advisors L.P. (“FTA”) announced today that the Board of Trustees of First Trust Mega Cap AlphaDEX® Fund (Nasdaq: FMK), an index based exchange-traded fund (“ETF”), managed by FTA, approved the reorganization of FMK into First Trust Dow 30 Equal Weight ETF (NYSE Arca: EDOW), an index based ETF managed by FTA. The reorganization has also been approved by the Board of Trustees of the EDOW. EDOW will be the surviving fund.
Under the terms of the proposed transaction, which is expected to be tax‑free, the assets of FMK would be transferred to, and the liabilities of FMK would be assumed by, EDOW, and shareholders of FMK would receive shares of EDOW with a net asset value equal to the aggregate net asset value of the FMK shares held by them. It is currently expected that the transaction will be consummated no later than the second quarter of 2020, subject to requisite approvals by FMK and EDOW shareholders and satisfaction of applicable regulatory requirements and approvals and customary closing conditions. There is no assurance when or whether such approvals, or any other approvals required for the transaction, will be obtained. More information on the proposed transaction will be contained in a registration statement/proxy materials that will be filed with the SEC in the coming weeks. Upon completion of the proposed transaction, the investment objective and strategies of EDOW will remain unchanged.
FMK is an index based ETF that seeks investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of an equity index called the NASDAQ AlphaDEX® Mega Cap Index. FMK pursues this investment objective by investing at least 90% of its net assets in the common stocks that comprise the index. The index is designed to select mega cap stocks from the NASDAQ US 500 Large Cap Index that may generate positive alpha, or risk-adjusted returns, relative to traditional indices through the use of the AlphaDEX® selection methodology.
EDOW is an index based ETF that seeks investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of an equity index called the Dow Jones Industrial Average Equal Weight Index. EDOW pursues this investment objective by investing at least 90% of its net assets in the common stocks that comprise the index. The index is the equal weight version of, and seeks to measure the performance of, the Dow Jones Industrial AverageTM which is composed of 30 securities issued by blue-chip U.S. companies covering all industries, with the exception of transportation and utilities.
FTA is a federally registered investment advisor and serves as the investment advisor of FMK and EDOW. FTA and its affiliate First Trust Portfolios L.P. (“FTP”), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $145 billion as of December 31, 2019 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separate managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.
Additional Information about the Proposed Reorganization and Where to Find It
This press release is not intended to, and shall not, constitute an offer to purchase or sell shares of FMK or EDOW, nor is this press release intended to solicit a proxy from any shareholder of FMK or EDOW. The solicitation of the purchase or sale of securities or of proxies to effect the transaction may only be made by a final, effective Registration Statement, which includes a definitive Proxy Statement/Prospectus, after the Registration Statement is declared effective by the SEC.
This press release references a Registration Statement, which includes a Proxy Statement/Prospectus, to be filed by EDOW. This Registration Statement has yet to be filed with the SEC. After the Registration Statement is filed with the SEC, it may be amended or withdrawn and the Proxy Statement/Prospectus will not be distributed to shareholders of FMK unless and until the Registration Statement is declared effective by the SEC.
FMK, EDOW, FTA, FTP and their respective trustees, officers and employees, and other persons may be deemed to be participants in the solicitation of proxies with respect to the proposed reorganization. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests of FMK’s, EDOW’s, FTA’s and FTP’s respective directors, trustees, officers and employees by reading the Proxy Statement/Prospectus regarding the proposed reorganization when it is filed with the SEC.
Investors and security holders of FMK and EDOW are urged to read the Proxy Statement/Prospectus and other documents filed with the SEC carefully in their entirety when they become available because they will contain important information about the proposed reorganization. Investors should consider the investment objectives, risks, charges and expenses of FMK and EDOW carefully. The Proxy Statement/Prospectus will contain information with respect to the investment objectives, risks, charges and expenses of the funds and other important information about FMK and EDOW. The Proxy Statement/Prospectus will constitute neither an offer to sell securities, nor will it constitute a solicitation of an offer to buy securities, in any state where such offer or sale is not permitted.
Investors may obtain free copies of the Registration Statement and Proxy Statement/Prospectus and other documents (when they become available) filed with the SEC at the SEC’s web site at www.sec.gov. In addition, free copies of the Proxy Statement/Prospectus and other documents filed with the SEC may also be obtained after the Registration Statement becomes effective by calling FTA toll-free at (800) 621-1675.
The information presented is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, First Trust is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA and the Internal Revenue Code. First Trust has no knowledge of and has not been provided any information regarding any investor. Financial advisors must determine whether particular investments are appropriate for their clients. First Trust believes the financial advisor is a fiduciary, is capable of evaluating investment risks independently and is responsible for exercising independent judgment with respect to its retirement plan clients.
Forward Looking Statements
Certain statements made in this press release that are not historical facts are referred to as “forward‑looking statements” under the U.S. federal securities laws. Actual future results or occurrences may differ significantly from those anticipated in any forward‑looking statements due to numerous factors. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward‑looking statements, which generally are not historical in nature. Forward‑looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated in any forward-looking statements. You should not place undue reliance on forward‑looking statements, which speak only as of the date they are made. FTA, FMK and EDOW undertake no responsibility to update publicly or revise any forward‑looking statements.