PRESS RELEASE
DWS GLOBAL COMMODITIES STOCK FUND, INC. (NYSE:GCS) TENDER OFFER TO EXPIRE JULY 14, 2008
Western Investment Encourages Shareholders to Tender Shares Before Deadline
New York, NY – July 11, 2008 – Western Investment LLC (“Western Investment”) issued a statement today encouraging shareholders of DWS Global Commodities Stock Fund, Inc. (NYSE:GCS) to tender their shares before GCS’s tender offer expires at 5:00 p.m. on July 14, 2008. GCS has commenced a tender offer to purchase up to 5% of its outstanding shares at 98% of net asset value. This tender offer is the sixth and final in GCS’s program of tender offers for GCS’s common stock, which have taken place for six consecutive semi-annual periods, beginning with the semi-annual period ending December 2005. Western Investment, together with its affiliates, is the largest shareholder of GCS, beneficially owning approximately 9.7% of GCS.
Art Lipson, the managing member of Western Investment, stated, “As the conclusion of GCS’s sixth and final required semi-annual tender offers approaches, GCS is still trading at a disappointing 87% of its net asset value. Since GCS is offering to purchase its shares at 98% of NAV, we have tendered our shares and we encourage all shareholders to tender their shares as well. Given GCS’s historically steep discount to NAV, we believe that the tender of their shares is the closest shareholders will get to realizing full value of their investment in GCS.”
Mr. Lipson continued, “It is clear that the Board has not taken sufficient action to address GCS’s substantial discount to NAV and we believe that this tender offer is a referendum on GCS’s status. The tender by holders of 50% or more of GCS’s outstanding shares should send a clear message to the Board of shareholder dissatisfaction with the status quo. Should a majority of shareholders tender their shares, we believe the Board should respect their wishes and take significant and decisive action to ensure that shareholders receive full value for their investment in GCS including, among other things, converting to an exchange-traded fund or exchange-traded note, or as a last resort, open-ending or liquidating GCS.”
Mr. Lipson concluded, “If the Board acts in a responsible manner, Western Investment will work together with them. If they do not act promptly to increase shareholder value, Western Investment will consider all options including electing new directors more responsive to shareholders or replacing the investment manager.”
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Western Investment LLC (“Western Investment”), together with the other Participants (as defined below) named herein, intend to make a preliminary filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement and accompanying proxy card to be used to solicit votes for the election of its slate of nominees at the 2008 annual meeting of shareholders of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”).
WESTERN INVESTMENT STRONGLY ADVISES ALL STOCKHOLDERS OF THE FUND TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF DEFINITIVE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST.
The participants in the solicitation are anticipated to be Western Investment, a Delaware limited liability company, Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Arthur D. Lipson (“Mr. Lipson,” and together with Western Investment, WIHP, WIAP and WITRP, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Scott Franzblau (“Mr. Franzblau”), Robert Ferguson (“Mr. Ferguson,” and together with BPIP, BPM and Mr. Franzblau, the “Benchmark Entities”), William J. Roberts (“Mr. Roberts”), Gary G. Schlarbaum (“Mr. Schlarbaum”) and Robert A. Wood (“Professor Wood,” and collectively with the Western Entities, the Benchmark Entities, Mr. Roberts and Mr. Schlarbaum, the “Participants”).
As of the close of business on July 10, 2008, WIHP, WIAP and WITRP beneficially owned 462,764, 607,267 and 629,879 Shares, respectively. As the managing member of WIAP and the general partner of each of WIHP and WITRP, Western Investment may be deemed to beneficially own the 1,699,910 Shares owned in the aggregate by WIHP, WIAP and WITRP, in addition to the 1,237.24 Shares it holds directly. As the managing member of Western Investment, Mr. Lipson may be deemed to beneficially own the 1,701,147.24 Shares beneficially owned by Western Investment. As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western Entities may be deemed to beneficially own the 256,800 Shares owned by the other Participants. The Western Entities disclaim beneficial ownership of such Shares.
As of close of business on July 10, 2008, each of WIHP, WITRP and Western Investment Total Return Fund Ltd. (“WITRL”), a Cayman Islands corporation of which Western Investment serves as the investment manager with sole investment power, was a party to certain equity swap arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”) as the counterparty. Pursuant to these Swap Arrangements, each of WIHP, WITRP and WITRL is obligated to pay to the Bank the equity notional amount on a total of 90,900, 10,000 and 182,300 Shares, respectively, subject to the Swap Arrangements (the “Reference Shares”) as of the beginning of the valuation period (which resets monthly), plus interest. At the termination of the Swap Arrangements, the Bank is obligated to pay to each of WIHP, WITRP and WITRL the market value of their respective interest in the Reference Shares as of the end of the valuation period. Any dividends received by the Bank on the Reference Shares during the term of the Swap Arrangements will be paid to WIHP, WITRP and WITRL. All balances will be cash settled and there will be no transfer to WIHP, WITRP or WITRL of voting or dispositive power over the Reference Shares. The Swap Arrangements expire on May 5, 2009. Each of the Participants disclaims beneficial ownership of the Reference Shares except to the extent of his or its pecuniary interest therein. The Reference Shares are not included as part of the totals, with respect to Shares, disclosed herein by the Participants.
As of the close of business on July 10, 2008, BPIP beneficially owned 256,800 Shares. As the managing member of BPIP, BPM may be deemed to beneficially own the 256,800 Shares owned by BPIP. As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 256,800 Shares beneficially owned by BPM. As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to beneficially own the 1,701,147.24 Shares owned by the other Participants. The Benchmark Entities disclaim beneficial ownership of such Shares.
Mr. Roberts does not directly own any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Roberts may be deemed to beneficially own the 1,957,947.24 Shares beneficially owned in the aggregate by the other Participants. Mr. Roberts disclaims beneficial ownership of such Shares.
Mr. Schlarbaum does not directly own any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Schlarbaum may be deemed to beneficially own the 1,957,947.24 Shares beneficially owned in the aggregate by the other Participants. Mr. Schlarbaum disclaims beneficial ownership of such Shares.
Professor Wood does not directly own any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Professor Wood may be deemed to beneficially own the 1,957,947.24 Shares beneficially owned in the aggregate by the other Participants. Professor Wood disclaims beneficial ownership of such Shares.
