| As filed with the Securities and Exchange Commission on March 3, 2026 |
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Securities and Exchange Commission
Washington, D.C. 20549 |
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| SCHEDULE TO |
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Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934 |
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| Morgan Stanley China A Share Fund, Inc. |
| (Name of Subject Company [Issuer]) |
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| Morgan Stanley China A Share Fund, Inc. |
| (Name of Filing Persons [Issuer]) |
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|
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities) |
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|
617468103
(CUSIP Number of Class of Securities) |
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|
1585 Broadway
New York, New York 10036
(Address of Principal Executive Office) |
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| Telephone Number, Including Area Code: (212) 537-2607 |
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Deidre E. Walsh, Esq.
1 Post Office Square
Boston, Massachusetts 02109
(Name and Address of Agent for Service) |
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| Copies to: |
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|
Mark F. Parise, Esq.
Morgan, Lewis and Bockius LLP
One State Street
Hartford, CT 06103
|
Allison M. Fumai, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) |
| ¨ | Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. |
Check the appropriate boxes below
to designate any transactions to which the statement relates:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | 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. ¨
If applicable, check the appropriate boxes below to designate the appropriate
rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
Introductory
Statement
| Item 1. | Summary Term Sheet. |
Reference is made to the Summary Term Sheet of the Issuer Tender Offer
Statement that is attached hereto as Exhibit (a)(1)(i) and is hereby incorporated by reference.
| Item 2. | Subject
Company Information. |
| (a) | The name of the issuer is Morgan Stanley China A Share Fund, Inc. (the “Fund”). The Fund is a non-diversified, closed-end
management investment company incorporated under the laws of the State of Maryland. The address of the Fund is 1585 Broadway, New York,
New York 10036, and the Fund’s telephone number is 800-231-2608. |
| (b) | The title of the securities that are the subject of the Issuer Tender Offer Statement and the related Letter of Transmittal (the tender
offer made thereby, the “Offer”) are the Fund’s issued and outstanding Shares of common stock, par value $0.01 per Share
(“Common Stock”). As of the close of business on February 20, 2026, there were 16,817,828 Shares outstanding. Subject to
the conditions set forth in the Issuer Tender Offer, the Fund will purchase for cash up to 20% of its outstanding Shares, or 3,363,566 Shares
that are tendered by holders of the Fund’s Shares (each, a “Stockholder” and collectively, the “Stockholders”)
and not withdrawn as described in the Issuer Tender Offer. |
| (c) | The Shares are traded on the New York Stock Exchange (“NYSE”). |
| Item 3. | Identity and Background of Filing Person. |
| (a) | The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. Morgan Stanley
Investment Management Inc. (the “Adviser”) serves as the investment adviser for the Fund. The Adviser is located at 1585 Broadway,
New York, New York 10036 and its telephone number is 800-836-2414. The members of the Fund’s Board of Directors (the “Board”)
are Frances L. Cashman, Nancy C. Everett, Richard G. Gould, Eddie A. Grier, Jakki L. Haussler, Dr. Manuel H. Johnson, Michael F.
Klein, Patricia A. Maleski and W. Allen Reed. The President and Principal Executive Officer of the Fund is John H. Gernon. The Chief Compliance
Officer of the Fund is Deidre A. Downes. The Treasurer and Principal Financial Officer of the Fund is Francis J. Smith. The Secretary
and Chief Legal Officer of the Fund is Deidre E. Walsh. The Vice President of the Fund is Michael J. Key. The Directors of the Fund (other
than Dr. Manuel H. Johnson) may be reached at c/o Morgan, Lewis and Bockius LLP, Counsel to the Independent Trustees, One State Street,
Hartford, CT 06103. Dr. Manuel H. Johnson may be reached at c/o Johnson Smick International, Inc., 220 I Street, NE Suite 200,
Washington, D.C. 20002. The executive officers (other than Francis J. Smith, Deidre A. Downes and Deidre E. Walsh) of the Fund may be
reached at the Fund’s business address and phone number set forth in Item 2(a) above. Deidre A. Downes may be reached at 1633
Broadway, New York, NY 10019. Francis J. Smith may be reached at 750 7th Ave, New York, NY 10019. Deidre E. Walsh may be reached at 1
Post Office Square, Boston, MA 02109. |
| Item 4. | Terms of the Transaction |
| (a) | (1)(i) Subject to the conditions set forth in the Issuer Tender Offer Statement, the Fund will purchase up to |
3,363,566
Shares that are tendered by Stockholders by 5:00 p.m., Eastern Time, on March 31, 2026 and not withdrawn
as described in Item 4(a)(1)(vi).
| (ii) | The purchase price of a Share tendered will be 98.5% its net asset value (“NAV”) as of the close of regular trading on
the NYSE on March 31, 2026 (or, if the Offer is extended, on the date to which the Offer is extended) (the “Pricing Date”),
upon the terms and subject to the conditions set forth in the Issuer Tender Offer Statement. Reference is made to the Cover Page, Section 2
“Acceptance for Payment and Payment for Shares” and Section 3 “Procedure for Tendering Shares” of the Issuer
Tender Offer Statement, which are incorporated herein by reference. |
| (iii) | The Offer is scheduled to expire on March 31, 2026 at 5:00 p.m., Eastern Time, unless extended. Reference is made to the Cover
Page, Summary Term Sheet, Section 2 “Acceptance for Payment and Payment for Shares” and Section 4 “Rights
of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference. |
| (v) | Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Acceptance for Payment and Payment for Shares”
and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference. |
| (vi) | Reference is made to Section 1 “Terms of the Offer; Termination Date” and Section 4 “Rights of Withdrawal”
of the Issuer Tender Offer Statement, which are incorporated herein by reference. |
| (vii) | Reference is made to Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which is incorporated
herein by reference. |
| (viii) | Reference is made to Section 2 “Acceptance for Payment and Payment for Shares” of the Issuer Tender Offer Statement,
which are incorporated herein by reference. |
| (ix) | Reference is made to the Cover Page and Section 1 “Terms of the Offer; Termination Date” of the Issuer Tender
Offer Statement, which are incorporated herein by reference. |
| (xii) | Reference is made to Section 8 “Federal Income Tax Consequences of the Offer” of the Issuer Tender Offer Statement,
which is incorporated herein by reference. |
| (b) | Any Shares to be purchased from any officer, Director or affiliate of the Fund will be on the same terms and conditions as any other
purchase of Shares. To the Fund’s knowledge, none of the officers, Directors, or affiliates of the Fund intends to tender Shares
in the Offer. |
| Item 5. | Past
Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities. |
| | (a) – (d) | Not applicable. |
| | | |
| (e) | The Fund does not know of any contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not
legally enforceable, between (i) the Fund, any of the Fund’s executive officers or Directors, any person controlling the Fund,
or any executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect
to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the
giving or withholding of proxies, consents or authorizations). |
| Item 6. | Purposes of This Tender Offer and Plans or Proposals. |
(a) – (c) Reference is
made to Section 6 “Purpose of the Offer” of the Issuer Tender Offer Statement, which is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Consideration. |
| (a) | Reference is made to Section 5 “Source and Amount of Funds; Effect of the Offer” of the Issuer Tender Offer Statement,
which is incorporated herein by reference. |
| (b) | There are no material conditions to the financing discussed in paragraph (a) above. |
| (d) | The Fund has not determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. |
| Item 8. | Interest
in Securities of the Subject Company. |
| (a) | Based on the number of Shares outstanding as of December 31, 2025, the following persons own the number of Shares indicated in
the below table. |
| Name and Position | |
Number of Shares
Beneficially Owned | | |
Percentage of Shares
Beneficially Owned | |
| Frances L. Cashman, Director | |
| 0 | | |
| 0.00 | % |
| Nancy C. Everett, Director | |
| 0 | | |
| 0.00 | % |
| Richard G. Gould, Director | |
| 0 | | |
| 0.00 | % |
| Eddie A. Grier, Director | |
| 0 | | |
| 0.00 | % |
| Jakki L. Haussler, Director | |
| 0 | | |
| 0.00 | % |
| Dr. Manuel H. Johnson, Director | |
| 0 | | |
| 0.00 | % |
| Michael F. Klein, Director | |
| 0 | | |
| 0.00 | % |
| Patricia A. Maleski, Director | |
| 0 | | |
| 0.00 | % |
| W. Allen Reed, Chair of the Board and Director | |
| 0 | | |
| 0.00 | % |
| John H. Gernon, President and Principal Executive Officer | |
| 1,289 | | |
| 0.01 | % |
| Deidre A. Downes, Chief Compliance Officer | |
| 0 | | |
| 0.00 | % |
| Francis J. Smith, Treasurer and Principal Financial Officer | |
| 0 | | |
| 0.00 | % |
| Deidre Walsh, Secretary and Chief Legal Officer | |
| 0 | | |
| 0.00 | % |
| Michael J. Key, Vice President | |
| 0 | | |
| 0.00 | % |
Based on information available to the Fund, none of the persons
listed above intends to tender any of his or her Shares in the Offer. Addresses for each of the persons listed above are provided in Item
3.
| (b) | There have been no transactions in Shares effected during the past sixty (60) days by the Fund, the Adviser, or any Director or executive
officer of the Fund, or any person controlling the Fund or the Adviser. |
| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
| (a) | No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection
with the Offer. |
| Item 10. | Financial Statements. |
| (a) | The audited financial statements of the Fund for the fiscal years ended December 31, 2025 and December 31, 2024, included
in the Fund’s Annual Report on Form N-CSR, filed with the Securities and Exchange Commission (the “SEC”) on EDGAR
on March 2, 2026 and March 6, 2025, respectively, are incorporated herein by reference and available through the SEC’s
website at http://www.sec.gov. |
The Fund will prepare and make available to Stockholders
the audited annual financial statements of the Fund within 90 days after the close of the period for which the report is being made, or
as otherwise required by the 1940 Act.
| (b) | Reference is made to Section 5 “Source and Amount of Funds; Effect of the Offer” of the Issuer Tender Offer Statement,
which is incorporated herein by reference. |
| Item 11. | Additional Information. |
(a) (1) None.
(2) None.
(3) Not
applicable.
(4) Not
applicable.
(5) None.
(c) None.
| (a)(1)(i) |
Issuer Tender Offer Statement, dated March 3, 2026. |
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| (a)(1)(ii) |
Form of Letter of Transmittal. |
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| (a)(1)(iii) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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| (a)(1)(iv) |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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| (a)(1)(v) |
Form of Letter to Stockholders. |
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| (a)(2) |
None. |
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| (a)(5) |
Text of press release dated and issued on December 5, 2025. |
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| (b) |
None. |
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| (d) |
None. |
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| (g) |
None. |
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| (h) |
None. |
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| 107 |
Filing Fee Table. |
| Item 13. | Information Required by Schedule 13E-3. |
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.
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MORGAN STANLEY CHINA A SHARE FUND, INC. |
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/s/ Deidre E. Walsh |
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Name: Deidre E. Walsh |
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Title: Secretary |
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| Dated: March 3, 2026 |
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