Gabelli Enterprise Mergers and Acquisitions Fund

Transcription

1 Gabelli Enterprise Mergers and Acquisitions Fund Shareholder Commentary October 31, 2015 Mario J. Gabelli, CFA Portfolio Manager To Our Shareholders, For the quarter ended October 31, 2015, the net asset value ( NAV ) per Class A Share of the Gabelli Enterprise Mergers and Acquisitions Fund decreased 0.15% compared with a decrease of 0.63% for the Standard & Poor s ( S&P ) 500 Index. The performance of the Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index for the quarter was 0.01%. See page 2 for additional performance information. In the third calendar quarter of 2015, global deal volume totaled $1.1 trillion, a 24% increase over the third quarter of Total deal volume for the first nine months of the year stands at $3.2 trillion. This represents an increase of 32% over the same period last year, marking the strongest first nine months for mergers and acquisitions (M&A) since This continued strength was driven by a 96% increase in announced deals greater than $10 billion, which accounted for 36% of total volume for the three quarters. Additionally, the number of worldwide deals announced increased by 2% in the first nine months of the year. Geographically, cross border M&A increased 18% over the same period last year to $1.1 trillion, accounting for 35% of total deal volume. Domestic activity increased 46% versus the first nine months of 2014, and totaled $1.5 trillion across 7,520 deals. European M&A increased by 8.8% over 2014 to $1.03 trillion during the first three quarters of In addition, Asia Pacific (ex-japan) deal volumes totaled $830 billion for the same period, a 61% increase over the first nine months of 2014, despite the widely broadcast concerns in China. Japanese M&A also increased, up 29% to $126.6 billion over the same period last year. This is all due to the recovery of the global economy and companies seeking inorganic growth overseas. On a sector specific basis, the Energy and Power sectors remain the most active, particularly given the decrease in oil prices. For the first nine months of the year, Energy and Power accounted for 14.8% of announced M&A activity, with the Healthcare and Technology sectors rounding out the top three, accounting for 14.3% and 9.9% of announced M&A value, respectively. 1 Thomson Reuters M&A Review Third Quarter 2015

2 Comparative Results Average Annual Returns through October 31, 2015 (a)(b) Since Year to Inception Quarter Date 1 Year 5 Year 10 Year (2/28/01) Class A (EMAAX) (0.15)% 1.62% 3.29% 5.16% 4.24% 4.41% With sales charge (c) (5.89) (4.22) (2.65) Class AAA (EAAAX) (0.15) Class C (EMACX) (0.33) With contingent deferred sales charge (d)..... (1.32) Class Y (EMAYX) (0.07) S&P 500 Index (0.63) Lipper U.S. Treasury Money Market Average Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index In the current prospectuses dated February 27, 2015, the Fund s expense ratios are 1.46%, 1.66%, 2.21%, and 1.21% for the Class AAA, A, C, and Y Shares, respectively. Class AAA and Class Y Shares have no sales charge. The maximum sales charge for Class A Shares and Class C Shares is 5.75% and 1.00%, respectively. (a) Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, reinvestment of distributions, and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit for performance information as of the most recent month end. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Performance returns for periods of less than one year are not annualized. Investors should carefully consider the investment objectives, risks, sales charges, and expenses of the Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus, please visit our website at The Class A Share NAVs are used to calculate the performance for the periods prior to the issuance of the Class AAA Shares on February 26, The actual performance for the Class AAA Shares would have been higher due to lower expenses associated with this share class.the S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Lipper U.S. Treasury Money Market Fund Average reflects the average performance of mutual funds classified in this particular category. The Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month, that issue is sold and rolled into the outstanding Treasury Bill that matures closest to, but not beyond three months from the rebalancing date. To qualify for selection, an issue must have settled on or before the rebalancing (month end) date. Dividends are considered reinvested except for the Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index. You cannot invest directly in an index. (b) The Fund's fiscal year ends October 31. (c) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period. (d) Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase. 2

3 $ Billions U.S. Deal Activity 2,000 $1,620 $1,745$1,833 $1,614 1,600 $1,565 $1,658 $1,530 1, $340 $511 $652 $919 $819 $458 $525 $833 $1,131 $986 $720 $1,007 $1,038 $935 $ /30/15 Source: Thomson Reuters/Gabelli Research US$ Billions 4,500 Global Deal Activity $4,482 4,000 3,500 3,000 2,500 2,000 1,500 1, $575 $950 $3,799 $3,331 $3,459 $2,703 $2,453 $1,950 $1,600 $1,701 $1,140 $1,231 $1,333 $2,936 $2,684 $2,589 $2,434 $2,393 $2,072 $3,485 $3,220 $ Source: Thomson Reuters/Gabelli Research /30/15 3

4 With worldwide deal volumes continuing to grow steadily, it is clear that M&A remains an important growth strategy to corporations across the world. Stock prices remain high, cash is abundant on corporate balance sheets, and interest rates remain low. All of these elements should result in continued strength for M&A. Furthermore, when the Fed does in fact raise interest rates, deal spreads should widen as they have done historically. The deal spread is comprised of two main factors the risk free rate and the risks inherent to the deal. As such, rising rates tend to cause an increase in spreads. The Fund should benefit from these factors and the continued surge in M&A. Positions Closed Catamaran Corp. is an Illinois based provider of pharmacy benefit management services and technology solutions. On March 30, 2015, the company agreed to combine with OptumRX, UnitedHealth Group s independent pharmacy care services business. This was a combination of the #3 and #4 pharmacy benefit managers in the U.S. Under the terms of the combination, OptumRx acquired Catamaran for $61.50 in cash per share. The combination required regulatory and shareholder approvals and closed on July 23, The Fund earned an annualized return of 8.64%. Dealertrack Technologies Inc., based in Lake Success, New York, provides digital solutions for all major segments of the automotive industry. On June 15, 2015, Cox Automotive announced it would be purchasing Dealertrack for $63.25 per share in a $4 billion deal. The transaction closed on October 1, 2015, after receiving shareholder and regulatory approvals. The Fund earned an annualized return of 5.35%. HCC Insurance Holdings Inc., based in Houston Texas, is an international specialty insurer. On June 10, 2015, Tokio Marine Holdings announced that it would acquire HCC in a transaction worth $7.5 billion, or $78 cash per HCC share. The transaction received shareholder and regulatory approvals and closed on October 27, The Fund earned a 5.81% annualized return. Hospira Inc., based in Lake Forest, Illinois, is the world s leading provider of injectable drugs and infusion technologies and a global leader in biosimilars. On February 5, 2015, the company received a $90 per share cash merger offer from Pfizer Inc., valuing Hospira at $15.2 billion. The transaction closed on September 3, 2015, following shareholder and regulatory approvals, and the deal created a leading global injectables business. The Fund earned an annualized return of 5.84%. Omnicare Inc. is a Cincinnati, Ohio based pharmaceutical services provider. On May 21, 2015, CVS Health announced that it would acquire Omnicare for $98 cash per share in a $9.5 billion merger. The Omnicare acquisition expands CVS into the long term care pharmacy dispensing channel. The deal received regulatory and shareholder approvals and was completed on August 18, The Fund earned a 9.16% annualized return. Pall Corp., based in Port Washington, New York, manufactures and markets filtration, separation, and purification products. On May 13, 2015, the company announced that it would be acquired by Danaher Corporation for $ per share in cash or $13.8 billion. Danaher would expand its healthcare related business, with significant recurring revenue as part of the deal. The transaction required shareholder and regulatory approvals, and closed on August 31, The Fund earned an annualized return of 6.23%. Polypore International Inc., based in Charlotte, North Carolina, develops and manufactures microporous membranes used in products such as smartphones, laptops, tablets, and lawn and garden equipment. On 4

5 February 23, 2015, it announced that the company would be sold to a U.S. subsidiary of Asahi Kasei Corp. for $60.50 in cash. Additionally, immediately prior to the completion of Asahi Kasei s acquisition, 3M would purchase the assets of Polypore s Separations Media Segment for $1 billion, with Asahi Kasei receiving the proceeds from the sale. After receiving regulatory and shareholder approvals, the merger closed on August 26, The Fund earned a 6.67% annualized return. Thoratec Corp., headquartered in Pleasanton, California, designs, manufactures and sells products to treat the full range of clinical needs for patients suffering from advanced heart failure. On July 22, 2015, St. Jude Medical announced that it would acquire the company for $63.50 cash per share in a merger worth $3.4 billion. Following regulatory and shareholder approvals, the transaction closed on October 8, The Fund earned a 4.27% annualized return. Deals in the Pipeline AGL Resources Inc. (0.1% of net assets as of October 30, 2015) (GAS $62.50 NYSE), based in Atlanta, Georgia, is an energy services holding company with operations in natural gas distribution, retail operations, wholesale services, and midstream operations. On August 24, 2015, The Southern Company announced that it would acquire AGL for $66 in cash per share, or $12 billion. The transaction would create the second largest utility company by customer base in the U.S. Subject to regulatory and shareholder approvals, the deal is expected to close in the second half of Cablevision Systems Corp. (1.2%) (CVC $32.59 NYSE), based in Bethpage, New York, owns and operates cable systems in the U.S., and is the leading operator in the New York metropolitan area, which represents the most attractive U.S. cable market measured by affluence and population density. On September 17, 2015, Altice N.V. agreed to acquire Cablevision for $9.7 billion or $34.90 per share in cash. The transaction reiterates Altice s desire to continue to expand its presence in the U.S. market. Subject to shareholder and regulatory approvals, the deal is expected to close in the first half of Cameron International Corp. (less than 0.1%) (CAM $68.01 NYSE) is a Houston, Texas based provider of flow equipment products, systems, and services to worldwide oil and gas industries. On August 26, 2015, it was announced that Schlumberger would be acquiring Cameron for $14.8 billion. Under the terms of the transaction Cameron shareholders will receive shares of Schlumberger and $14.44 of cash per share. Following shareholder and regulatory approvals, the transaction is expected to close in the first quarter of Cleco Corp. (2.1%) (CNL $53.00 NYSE), headquartered in Pineville, Louisiana, is a utility holding company. On October 20, 2014, the company agreed to be acquired by an investor group led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation. Cleco shareholders will receive $55.37 per share in cash. The transaction is subject to regulatory and shareholder approvals and is expected to close in the first quarter of Italcementi SpA (0.4%) (IT $11.11/ Borsa Italiana Milan Stock Exchange), based in Bergamo, Italy, is the fifth largest cement producer in the world. On July 28, 2015, HeidelbergCement AG announced it would acquire a 45% stake in the company through a tender offer worth 3.7 billion, or per share. The remaining 55% will be purchased through another tender offer with the same terms at a later time. Following regulatory approval, the transaction is expected to close sometime in

6 PartnerRe Ltd. (2.9%) (PRS $ NYSE), is a global reinsurer based in Bermuda that provides multi line reinsurance to insurance companies. On January 26, 2015, the company announced that it would merge with AXIS Capital Holdings Limited in a transaction worth $5.3 billion. Under the terms of the transaction, PartnerRe shareholders would receive 2.18 shares of AXIS for each PartnerRe share they owned. On August 3, 2015, however, AXIS Capital s rival, EXOR S.p.A, announced that they would be acquiring PartnerRe for $ cash per share, or $6.9 billion. PartnerRe agreed to sell itself to EXOR, and closed its go-shop period on September 14, Upon receipt of shareholder and regulatory approvals, the company expects the transaction to close in the first quarter of Precision Castparts Corp. (1.4%) (PCP $ NYSE), based in Portland, Oregon, manufacturers complex metal components and products for the aerospace, power, and general industrial markets. On August 10, 2015, the company announced that it would be purchased by Berkshire Hathaway for $235 cash per share in a merger worth $32.3 billion. The transaction is expected to close in the first quarter of 2016 after receiving shareholder and regulatory approvals. Sigma-Aldrich Corp. (5.0%) (SIAL $ NASDAQ) is a leading life science and technology company based in St. Louis, Missouri that manufactures and distributes more than 230,000 chemicals, biochemical, and other essential products to more than 1.4 million customers globally. On September 22, 2014, Merck KGaA, a German multinational pharmaceutical and chemical company, announced that it would acquire Sigma-Aldrich for $16.7 billion, or $140 cash per share. The deal received shareholder and regulatory approvals and should close within the next two months, pending completion of divestitures in the EU. StanCorp Financial Group Inc. (3.5%) (SFG $ NYSE), is a Portland Oregon based financial services company. On July 23, 2015 the company was acquired by Meiji Yasuda Life Insurance Company for $115 cash per share, in a merger worth $4.9 billion. The transaction includes a 25 day go-shop period in which StanCorp could solicit other potential bidders to make an offer. Following the go-shop period and after receiving shareholder and regulatory approvals, the transaction is expected to close in the first quarter of TECO Energy Inc. (less than 0.1%) (TE $27.00 NYSE), based out of Tampa, Florida, is an energy related holding company with regulated electric and gas utilities in Florida and New Mexico. On September 4, 2015, Emera Inc. announced that it would acquire TECO for $27.55 cash per share in a merger worth $6.5 billion. The merger is expected to close in mid-2016 and is subject to shareholder and regulatory approvals. November 3, 2015 Top Ten Holdings (Percent of Net Assets) October 31, 2015 Sigma-Aldrich Corp. 5.0% StanCorp Financial Croup Inc. 3.5% PartnerRe Ltd. 2.9% Altera Corp. 2.8% EZChip Semiconductor Ltd. 2.6% Biomed Realty Trust Inc. 2.5% Telenet Group Holding NV 2.3% Myers Industries Inc. 2.3% Cleco Corp. 2.1% PMC-Sierra Inc. 1.8% 6

7 Note: The views expressed in this Shareholder Commentary reflect those of the Portfolio Manager only through the end of the period stated in this Shareholder Commentary. The Portfolio Manager s views are subject to change at any time based on market and other conditions. The information in this Portfolio Manager s Shareholder Commentary represents the opinions of the individual Portfolio Manager and is not intended to be a forecast of future events, a guarantee of future results, or investment advice. Views expressed are those of the Portfolio Manager and may differ from those of other portfolio managers or of the Firm as a whole. This Shareholder Commentary does not constitute an offer of any transaction in any securities. Any recommendation contained herein may not be suitable for all investors. Information contained in this Shareholder Commentary has been obtained from sources we believe to be reliable, but cannot be guaranteed. Merger Arbitrage Risk. The principal risk associated with the Fund s investment strategy is that certain of the proposed reorganizations in which the Fund invests may involve a longer time frame than originally contemplated or be renegotiated or terminated, in which case losses may be realized. The Fund invests all or a portion of its assets to seek short term capital appreciation. This can be expected to increase the portfolio turnover rate and cause increased brokerage commission costs. The Fund s daily net asset value is available in the financial press and each evening after 7:00 PM (Eastern Time) by calling 800-GABELLI ( ). Please call us during the business day between 8:00 AM - 7:00 PM (Eastern Time), for further information. Please visit us on the Internet. Our homepage contains information about GAMCO Investors, Inc., the Gabelli/GAMCO Mutual Funds, IRAs, 401(k)s, current and historical quarterly reports, closing prices, and other current news. We welcome your comments and questions via at [email protected]. You may sign up for our alerts at and receive early notice of quarterly report availability, news events, media sightings, and mutual fund prices and performances. e-delivery We are pleased to offer electronic delivery of Gabelli fund documents. Direct shareholders of our mutual funds can elect to receive their Annual and Semiannual Reports, Manager Commentaries, and Prospectuses via e-delivery. For more information or to sign up for e-delivery, please visit our website at Portfolio Manager Biography Mario J. Gabelli, CFA, is Chairman and Chief Executive Officer of GAMCO Investors, Inc. that he founded in 1977 and Chief Investment Officer Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University. We have separated the portfolio manager s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of We have done this to ensure that the content of the portfolio manager s commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at

8 G A B E L L I E N T E R P R I S E M E R G E R S A N D ACQ U I S I T I O N S F U N D One Corporate Center Rye, NY t 800-GABELLI ( ) f e [email protected] GABELLI.COM Net Asset Value per share available daily by calling 800-GABELLI after 7:00 P.M. BOARD OF TRUSTEES Anthony J. Colavita President, Anthony J. Colavita, P.C. James P. Conn Former Managing Director and Chief Investment Officer, Financial Security Assurance Holdings Ltd. Vincent D. Enright Former Senior Vice President and Chief Financial Officer, KeySpan Corp. Arthur V. Ferrara Former Chairman and Chief Executive Officer, Guardian Life Insurance Company of America Kuni Nakamura President, Advanced Polymer, Inc. Regina M. Pitaro Managing Director, GAMCO Asset Management Inc. Salvatore J. Zizza Chairman, Zizza & Associates Corp. OFFICERS Bruce N. Alpert President Andrea R. Mango Secretary Agnes Mullady Treasurer Richard J. Walz Chief Compliance Officer DISTRIBUTOR G.distributors, LLC CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT State Street Bank and Trust Company LEGAL COUNSEL Paul Hastings LLP G A B E L L I E N T E R P R I S E M E R G E R S A N D ACQ U I S I T I O N S F U N D Shareholder Commentary October 31, 2015 This report is submitted for the general information of the shareholders of the Gabelli Enterprise Mergers and Acquisitions Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. ENT1008Q315SC