M&A - T. Rowe Price International Funds, Inc.

Form Type: 485BPOS

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000174177325001275

Filing Summary: On March 6, 2025, T. Rowe Price International Funds, Inc. filed a Post-Effective Amendment to its Registration Statement on Form N-14 to provide updates related to the merger involving T. Rowe Price International Disciplined Equity Fund and T. Rowe Price Institutional International Disciplined Equity Fund. The filing includes critical information regarding the acquisition of assets from the Target Fund, the distribution of shares to shareholders, and the associated federal income tax consequences of the merger. Legal opinions from Willkie Farr & Gallagher LLP detail the reorganization's tax implications under the Internal Revenue Code, confirming that the transfer of assets will qualify as a reorganization, allowing both funds to avoid recognizing any gain or loss during the process. The Plan outlines the assumption of liabilities by the Acquiring Fund and the conditions under which shareholders will receive shares of the Acquiring Fund, facilitating a smooth transition and compliance with applicable laws. Key provisions regarding indemnification of directors and officers and details of various agreements related to the funds are also reiterated in the filing.