Saba Capital Files Motion with U.S. District Court for the Southern District of New York to Invalidate ASA Gold and Precious Metals' Latest Unlawful Poison Pill
Follows Court's March 28th Ruling that ASA's Poison Pill Violates the Investment Company Act of 1940
Urges Court to Intervene to Enforce Ruling and Invalidate ASA's March 31st Poison Pill
Calls for Chair Mary Joan Hoene, Director William Donovan and Former Directors Axel Merk and Bruce Hanson to Return the Millions of Dollars in Shareholders' Capital They Wasted on Entrenching Themselves
Saba Capital Management, L.P. (together with certain of its affiliates, "Saba"), the largest common shareholder of ASA Gold and Precious Metals Limited (NYSE:ASA) ("ASA" or the "Fund"), today announced that it has filed a motion with the United States District Court for the Southern District of New York (the "Court") to enforce its March 28, 2025 ruling by invalidating the latest poison pill issued by ASA on March 31, 2025. The ruling stems from a lawsuit Saba brought against ASA after the Fund and its then Board of Directors adopted a discriminatory and unlawful poison pill.
On March 28, 2025, the Court ruled that ASA's poison pill violated the Investment Company Act of 1940 (the "'40 Act") and found that ASA and directors William Donovan, Bruce Hanson, Mary Joan Hoene and Axel Merk broke federal law with their poison pill, noting their desire for entrenchment was a plausible motivation for their actions. As a result, the Court rescinded ASA's poison pill. However, on March 31, 2025, the next business day, ASA issued an extension of the poison pill in direct conflict with the Court's decision.
Boaz Weinstein, Founder and Chief Investment Officer of Saba, commented:
"The Court's ruling invalidated ASA's poison pill and confirmed that the Fund's legacy directors—Chair Mary Joan Hoene, Director William Donovan and former Directors Axel Merk and Bruce Hanson—broke the law by prioritizing their own entrenchment over shareholder rights. Yet, ASA defied the ruling the very next business day by adopting an unlawful extension of their poison pill.
ASA's blatant disregard for the law is outrageous. It reinforces the concerning level of comfort the Fund and its legacy directors have with violating federal law and disenfranchising shareholders. These actions, including wasting millions in shareholder capital in attempting to defend the poison pill to protect their paychecks, are unparalleled among closed-end fund boards and exemplify the very anti-shareholder behavior Saba is committed to protecting investors against.
Saba is urging the Court to intervene to invalidate the March 31st poison pill, and we also intend to hold Hoene, Donovan, Merk and Hanson personally accountable for the economic harm they have inflicted on shareholders. We are calling for their return of the millions they spent on this unlawful endeavor, as well as the board compensation they received over the past two years.
The Court's decision, coupled with shareholders' election of two Saba-nominated directors in April 2024, signals an end to the era of anti-investor governance under Axel Merk and the prior board. Further board changes are now essential to restore trust, enhance shareholder returns and protect shareholders' rights."
The Court's ruling in support of Saba follows several similar lawsuits that Saba previously brought and won, including against Eaton Vance and Nuveen over the use of control share provisions that were found to violate the '40 Act.
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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Longacre Square Partners
Kate Sylvester, 646-386-0091
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