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Board of Trustees of MFS Government Markets Income Trust Recommends That Shareholders Reject BIGP's Tender Offer.


BOSTON Boston, town, England
Boston, town (1991 pop. 26,495), E central England, on the Witham River. Boston's fame as a port dates from the 13th cent., when it was a Hanseatic port trading wool and wine. Having recovered from a decline in the 18th and 19th cent.
 -- The Board of Trustees board of trustees Politics The posse of thugs who oversee an institution's administration. See Board of directors.  of MFS MFS Medicare fee schedule  Government Markets Income Trust (the "Fund") recommends that the Fund's shareholders reject re·ject
v.
1. To refuse to accept, submit to, believe, or use something.

2. To discard as defective or useless; throw away.

3. To spit out or vomit.

4.
 the offer by Bulldog bulldog, breed of thick-set nonsporting dog developed in the British Isles many centuries ago. It stands from 13 to 15 in. (33–38.1 cm) high at the shoulder and weighs from 40 to 50 lb (18.1–22.7 kg).  Investors General Partnership ("BIGP BIGP Bulldog Investors General Partnership ") announced on September September: see month.  11, 2007 to purchase shares of the Fund. The Board appointed ap·point  
tr.v. ap·point·ed, ap·point·ing, ap·points
1. To select or designate to fill an office or a position: appointed her the chief operating officer of the company.

2.
 a special committee comprised solely of independent trustees to evaluate and assess the terms of the tender offer.

The Board, upon the recommendation of the special committee, has carefully considered BIGP's tender offer (the "BIGP Offer") and found that it is not in the best interest of shareholders for the following reasons.
--  The Fund operates best as a closed-end fund. BIGP has announced
    that it is making the BIGP Offer to gain influence over management
    of the Fund and that it wants to cause the Fund to convert from a
    closed-end structure to an open-end structure. The Board believes
    that a conversion to an open-end structure will hurt those
    shareholders who invested in the Fund on the basis that it was
    structured as a closed-end fund, and who wish to remain invested
    in a closed-end fund.

    While conversion to an open-end structure would eliminate any
    then-existing discount to NAV, it would also have adverse
    consequences that the closed-end structure of the Fund was
    designed to prevent. For example, conversion to an open-end
    structure would prevent the Fund's assets from being fully
    invested in income-generating securities, thereby reducing the
    Fund's yield. In addition, as a result of restrictions that the
    Investment Company Act places on leveraging by open-end funds,
    conversion to an open-end structure would significantly jeopardize
    the portfolio manager's efforts to seek increased investment
    return through leverage.

    Experience also has shown that professional fund arbitrageurs and
    certain hedge funds which are current shareholders of the Fund
    would likely redeem their shares in the Fund immediately upon its
    conversion to an open-end structure, thereby reducing the Fund's
    assets - potentially substantially - and causing the Fund's
    expense ratio to rise significantly. These arbitrageurs are
    interested solely in short-term gain at the expense of
    shareholders who wish to hold the Fund's shares as a long-term
    investment.
--  The Board has taken actions to address the Fund's discount to NAV.
    The Board regularly considers actions that may be taken to
    minimize the Fund's discount to NAV and has from time to time
    authorized the Fund to repurchase its shares in the open market as
    a means of narrowing the Fund's discount. In 2006, the Board was
    advised by an independent third party regarding methods by which
    closed-end funds attempt to manage their discounts. In April 2007,
    the Board approved a change to the Fund's investment strategy to
    permit the Fund to invest in higher yielding securities and
    recommended approval by shareholders of a proposal to allow the
    use of leverage in the management of the Fund. Shareholders have
    not yet had the opportunity to consider this proposal as it is
    proposed for approval at the Fund's annual shareholder meeting
    scheduled for November 1, 2007. The Board believes that both of
    these measures may increase the Fund's yield and also result in a
    narrowing or elimination of the Fund's discount to NAV.

    In addition, in July 2007, the Board authorized the adoption of a
    level distribution plan pursuant to which the Fund now makes
    monthly distributions at a minimum annual rate of 7.25%. The
    Fund's first distribution under this plan was declared on
    September 4, 2007, and will be paid to shareholders of record on
    September 28, 2007. The Board believes that this plan, upon
    implementation, may have the effect of narrowing or eliminating
    the Fund's discount to NAV.
--  The BIGP Offer is excessively conditional. The BIGP Offer is
    subject to numerous conditions. One important condition ties
    BIGP's obligation to consummate the offer to the election of four
    trustee candidates that BIGP has stated that it proposes to
    nominate at the Fund's shareholder meeting on November 1, 2007 to
    replace four current members of the Board. Specifically, BIGP is
    not required to consummate the offer if shareholders do not elect
    its trustee candidates. However, even if BIGP's candidates are
    elected, the broadly worded nature of the other conditions in the
    BIGP Offer make it uncertain that the offer will be consummated.
    For example, if there occurs "any change, circumstance, event or
    effect" that "could reasonably be expected to have, in the sole
    discretion of BIGP, a material adverse effect on the Fund or the
    value of the Shares or, assuming consummation of the BIGP Offer,
    on BIGP or any of its affiliates," BIGP could elect not to
    consummate the offer. The BIGP Offer to Purchase also states that
    BIGP has the right to declare a condition not satisfied even if
    the failure to be satisfied was caused by an action or inaction of
    BIGP. In addition, by tying the tender offer to the election of
    its trustee candidates, BIGP is inducing shareholders to elect
    trustee candidates about whom the Fund currently does not have
    enough information to determine that they are not "interested
    persons" of the Fund (as defined in the Investment Company Act of
    1940), creating uncertainty about compliance with the requirement
    under regulatory settlements that 75% of the Fund's trustees be
    comprised of non-interested persons. Because of the broad nature
    of BIGP's other conditions, as well as the fact that the tender
    offer closes after the November 1st shareholder meeting, it is
    possible that BIGP will induce shareholders to vote for its
    trustee candidates yet not consummate the tender offer.


--  The BIGP Offer is coercive. The BIGP Offer represents a threat to
    shareholders because the BIGP Offer is designed to coerce
    shareholders to participate in the offer on disadvantageous terms.
    BIGP states that the purpose of the BIGP Offer is for BIGP to gain
    influence over management of the Fund and increase BIGP's voting
    power to cause the Fund to become an open-ended fund. The BIGP
    Offer is coercive because it is creates an economic incentive for
    shareholders to tender in order to avoid (i) being left as
    minority shareholders a fund with a shareholder - BIGP - that is
    seeking to increase its influence and force its agenda upon
    management and other shareholders and (ii) facing a radical change
    in the structure of the Fund. As a result, even shareholders who
    wish to remain invested in the Fund may feel compelled to
    participate in the BIGP Offer in order to minimize their
    investment in the Fund during a period when radical changes are
    being made to its structure. Further, if the BIGP Offer is
    over-subscribed, shareholders who had hoped to redeem completely
    from the Fund will have to remain at least partially invested in
    the Fund during this period of change.


--  The BIGP Offer has economically disadvantageous terms. BIGP will
    assess a $50 processing fee to each shareholder who tenders. This
    amount is as much as five times higher than the amount that the
    depositary charges to actually process the letter of transmittal
    submitted by a shareholder who chooses to tender his or her
    shares. For shareholders who hold shares in multiple names (e.g.,
    John Jones, John and Mary Jones, and John Jones as trustee for
    Mary Jones), a separate letter of transmittal will be required for
    each account and the $50 fee will be charged each time. The $50
    processing fee, when deducted from the proceeds of small account
    holders (or holders whose tendered shares are reduced if the BIGP
    Offer is oversubscribed), could significantly reduce the return
    realized by these shareholders.


-- Shareholders have inadequate information to evaluate BIGP's
    financial resources. While BIGP states that the BIGP Offer is not
    subject to a financing condition, BIGP has not provided adequate
    information to evaluate its ability to complete the BIGP Offer,
    other than to state that it will pay the aggregate costs of the
    BIGP Offer (and any other tender offers it may launch against
    other companies or funds) using its investment capital. No BIGP
    financial statements are included as part of the Schedule TO.


In light of the factors described above, the Board has determined that the tender offer is not in the best interests of the Fund's shareholders. Therefore, the Board recommends that shareholders of the Fund reject the tender offer and not tender their shares to BIGP.

In connection with the tender offer, the Fund has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC"). Investors and security holders are strongly advised to read the Solicitation/Recommendation Statement because it contains important information about the BGIP Offer. Free copies of the Solicitation/Recommendation Statement are available at www.mfs.com and on the SEC's website at www.sec.gov See .gov and GovNet.

(networking) gov - The top-level domain for US government bodies.
.

About MFS Investment Management MFS Investment Management, formerly Massachusetts Financial Services, is a Boston, Massachusetts-based financial services firm. In its publicity, MFS claims to have invented the mutual fund. The current chair of the company is Robert Pozen. :

MFS manages $202 billion in assets on behalf of more than 5 million individual and institutional investors Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
 worldwide as of June June: see month.  30, 2007. The company traces its origins to 1924 and the creation of America's first mutual fund. For more information, please go to www.mfs.com.

The foregoing is not an offer to sell, nor a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy, shares of any fund, nor is it a solicitation of any proxy See proxy server.

(networking) proxy - A process that accepts requests for some service and passes them on to the real server. A proxy may run on dedicated hardware or may be purely software.
.
COPYRIGHT 2007 Business Wire
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Date:Sep 25, 2007
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